Code Total Drama Reality: Heroes of Dimension Earth
by Lord Maximus
Summary: Aelita and the TD Lyoko Warriors believed that they were the only ones battling evil on the digital plane but when a boy named Mark Hollander arrives in France he unintentionally brings with him forces beyond anything they have seen before that force them into a battle that could light up the skies of the Earth and threaten all of humanity.
1. Chapter 1

**Disclaimer: I don't own anything belonging to Code: Lyoko, Total Drama, or Ace Lightning. Code Lyoko is property of Moonscoop, Ace Lightning is owned by BBC and Alliance Atlantis, and Total Drama is the property of Fresh TV.**

**At the suggestion of the same author and reviewer who suggested I make a crossover with Reboot I am continuing the Crossover Arc and I started working on this shortly after I finished Code Total Drama Reality: Secrets of the Net. This arc takes place after the Nephilim Arc where Duncan and Courtney temporarily lose their memories of Lyoko but before Eva joins the team and it also takes place after the second season of Ace Lightning where Lady Illusion sacrifices herself to save Ace and vanishes back into the Sixth Dimension. For those of you who don't know who Ace Lightning is he is the main character of the super hero show Ace Lightning that began airing in 2002 and ended in 2004 with only two seasons even though a third season was in the works but never developed. It was live action but the heroes and villains were 3-D based because they came from a video game brought to life, the first time live action and CGI (Computer-generated Imagery) animation had been used to such a huge and constant degree within a weekly television serial. **

**The main focus of the show was the power of friendship and the eternal battle between good and evil. Code: Lyoko and Ace Lightning have a few similar concepts that I've found after doing all sorts of research that I hope will sound believable. It'll be interesting to see the worlds of Lyoko and the Sixth Dimension clash because their different yet similar natures. Both being digital worlds and have the power to wreak havoc on the real world in ways we can only imagine except Lyoko is empty after the first season of Code Lyoko and the Sixth Dimension is home to perhaps a dozen characters that we never got to see and considering all the characters we did see you've got to wonder what else lives in that world.**

**Summary: Aelita and the TD Lyoko Warriors believed that they were the only ones battling evil on the digital plane but when a boy named Mark Hollander arrives in France he unintentionally brings with him forces beyond anything they have seen before that brings about a new wave of enemies that threaten to light up the skies of the Earth and leave nothing but death and destruction in their wake. **

Xxx

_The universe was truly a wonderful place, full of life in all shapes and forms spanning across an unlimited number of worlds. Unfortunately when life is created it also leads to another force that gives rise and brings destruction to all of creation around it. Conflicts, wars, and destruction have been waged throughout history and though no one will believe or confirm such a thing these battles almost always come down to two sides: Good and Evil._

_What is good and what is evil usually depends on a point of view in some battle but the two sides exist and have existed since the beginning of time. Evil comes in all shapes and sizes with great powers with the intent to become the most powerful being of their world and enslave the inhabitants for their pleasure. However where there is great evil there is also good to stand in its way and thwart its plans, the side of Good that fights only to defend the innocent and the weak. _

_Thus came into the existence of the two sides of these wars: Good and Evil._

_The two sides were opposite, as different as day and night and yet for every struggle, every battle, every victory, every defeat, a new battle would renew and thus the conflict would start again. Each battle would be fierce, it would be brutal, and it would end showing the fate of whatever world it took place on. With each battle each side grows stronger, tipping the balance of power more times than one could ever hope to count. The battle is unending, for each time a side loses someone else rises to stake their claim and continue the eternal struggle._

_There have been stories of these battles for centuries and each one has left its own mark that is either remembered by everyone or kept hidden from the world for reasons that would be better left buried for all eternity. Sometimes these battles are kept secret for the safety of the world and its people and sometimes they are kept secret to prevent other beings of evil from taking advantage for the sake of their own selfish desires. The reason why is because for every conflict there is there is also a few extraordinary secrets that could change our way of life as we know it in ways we could not possibly imagine._

_This is one of those stories but it's not just a story of a battle between Good and Evil. This story will show that for every team of heroes struggling to keep the world safe there is another hero out there, keeping the world safe from whatever threat that lurks in the dark places of the world._

_And sometimes from places beyond the world._

Xxx

**France  
>Paris: Boulogne-Billancourt<br>Kadic Academy**

**Recording**

_A computer screen turned on showing a small school dorm room with the web camera on as a pink haired girl sat down in front of the computer._

"**My name is Aelita Schaeffer, I am a student at Kadic Academy in the suburbs of France and I am also the owner of a secret that could affect the entire world if it were ever to be discovered. During the nineties my parents, Waldo and Anthea Schaeffer, attempted to destroy secret military project codenamed Carthage. It was supposedly meant to disrupt enemy communications during the Cold War but it had quickly developed into an attempt to develop the first Artificial Intelligence that would take control of all enemy electronics no matter how big or small."**

_A picture of Waldo Schaeffer and Anthea Schaeffer while she was still pregnant appeared next to Aelita on the screen._

"**My father, Waldo Schaeffer created a digital simulated world to act as the staging ground of Carthage's destruction by acting as the buffer and the conduit of an AI of his own creation: XANA.**"

_The picture of Aelita's parents was replaced by the Eye of XANA and a window appeared showing a recording of XANA attacking Aelita and Waldo after being virtualized into Lyoko for the very first time._

"**But XANA betrayed us and imprisoned us in Lyoko. A decade later the Supercomputer that held Lyoko was reactivated by a boy named Jeremy Belpois."**

_A picture of Jeremy replaced the Eye followed by a recording of Yumi, Ulrich, and Odd fighting XANA's monsters as they protected Aelita in various battles._

"**He along with Odd Della Robbia, Ulrich Stern, and Yumi Ishiyama worked together to bring me back into the physical world and destroy XANA. But XANA faked his death and returned two years later, capturing my friends and leaving me alone after I barely escaped. At this point it seemed XANA had finally won until help came in the most unexpected form."**

_Aelita smiled as a picture of the Total Drama cast appeared over Jeremy's picture. A window appeared showing Gwen, DJ and Geoff being virtualized into Lyoko for the first time. Next appeared recordings of them and Bridgette in the first battle with XANA's monsters followed by a recording of Courtney, Heather, Trent, Duncan, Noah, and Izzy being virtualized for the first time and fighting alongside Aelita, Gwen, and Bridgette against XANA's monsters and Generals._

"**The cast of the Canadian Reality show Total Drama arrived in France for another season: Total Drama Reality and five of them came upon me during an attack. It started with Geoff, Bridgette, DJ, LeShawna, and Gwen first but as the war against XANA waged on more of them joined us in the fight and it soon became apparent that this time XANA was playing for keeps. We encountered new enemies as XANA created digital versions of us, his Generals to lead his army and fight us and even more enemies and allies appeared from beyond the Digital Sea."**

_A small window showing a recording of Tom, the Guardian from the Net arriving in Lyoko. The window showed several battles between the Lyoko Warriors and the viruses in many systems in the Net, culminating in the final battle with the Trojan Horse Virus called Megabyte in his dragon form in the Supercomputer._

"**An Anti-Virus program calling itself Guardian 453, Tom arrived in Lyoko and told us of a new level of Cyberspace called the Net that was under attack by XANA. We helped him save the Net and in turn we learned a lot about the Digital World that humanity created but did not understand. Now the battle has returned to Lyoko when a new threat arrived in the form of a super virus calling itself Nephilim and his creator, Dr. Lyon. Both were affiliated with Project: Carthage and were looking to finish what was started years ago but this time we had help."**

_A recording of Seraphim appeared fighting Nephilim in the City Sector was next._

"**Seraphim, an AI created by a student of my father to protect the world from them appeared and with his help we defeated Lyon and his creation but we paid a terrible price. Seraphim sacrificed his life to restore Lyoko and give us a chance to track down XANA to end his threat once and for all. And we lost two members of our group during the battle. They were not killed but as of now they've lost any chance of helping us continue the battle."**

_Aelita showed a picture of Duncan and Courtney and a window popped up showing a recording of Nephilim deleting Duncan and Courtney's Avatars._

"**The battle has evolved as XANA has not just returned for revenge against me and my friends or to take over the world; he has started a war between digital and organic life. He seeks to control this world to bring it into an era of peace but without free will it is not a true peace. I pray we are able to stop this war before it evolves beyond our ability to contain it or the Earth along with humanity will be scared in a way that will never heal."**

_Aelita sighed as she clicked the mouse on the 'End Recording' icon and the screen went black as Aelita turned the computer off._

**End Log**

Xxx

**America  
>Conestoga Hills<br>Hollander Residence**

_A computer screen powers up, showing a video chat room with a teen sitting in his room looking at the camera from the other end._

"**Hey, Mark. I heard what happened a few nights ago and I got to say you got a lot going on. Kilobyte's in the game which is good for you but now Lord Fear is on the run and Lady Illusion might be…gone. This game of yours is going crazy from the sound of it and it doesn't sound it's going to be stopping anytime soon.**"

A blond haired British boy nodded in agreement. "It definitely has, Pete. Ace has been a little down since Lady Illusion sacrificed herself to save him from Fear. I hope he'll be all right. In the meantime the Amulet's broken again and we need to find it, before Lord Fear finds the pieces or the game really will be over this time."

He was honestly worried about Ace as he never before experienced the emotions regarding the loss of a loved one. Mark just hoped it wouldn't affect Ace for too long. Kilobyte may be gone but Lord Fear, with or without the other villains in the Carnival of Doom was still a threat. They needed to work together if they planned to win the game once and for all.

Xxx

**Sixth Dimension  
>Circus Sector<strong>

As the people of the physical world went about their daily routines a plan to affect the millions of lives was being hatched on a non-physical plane of existence but yet existed all the same. The world around him was composed of nothing but lines of data and codes but to a recent visitor it was all real. And what especially was real were the tentacles that were hovering outside of his iron cage that caused the man to recoil in horror.

"How quickly power changes hands, programmer." The owner of the tentacles whispered in a cold voice. "Not too long ago you created me, imprisoned me, controlled me like a puppet. And now here you are, caged like I was when you controlled me and I assure our positions will never be reversed again. Now that all is left is deciding how much use you are to me."

The tentacles hovered dangerously close to the man who cowered and shook in his cage. "Wa-wait, Kilobyte! I can get us out! I designed this world and I know how to get us out!"

"I'm sure you will." The man known as Kilobyte pulled his tentacles back as he walked up to the cage. "Otherwise I will have to find a way myself and what happens to you if you are no longer useful…Well, that does not bear much thinking."

The man shivered in fear as Kilobyte opened the cage, pulling him out as three small clowns surrounded him.

"This is my world now, programmer. Anything that happens I know and if my new friends detect even a hint of treachery then they'll be…most displeased." Kilobyte said as the clowns pulled the man out of the circus.

Soon he would be free of this prison and he would have his revenge on those who defied him.

Xxx

**Conestoga Hills  
>Abandoned Observatory<br>'Thunder Tower'**

"Come on, Ace! You can't keep on sulking up there! What about Fear? We should be tracking that bonehead and his walking golf club down!"

The owner of the young female voice was none other than Sparx, a Lightning Knight and side kick to Ace Lightning who at the moment was sitting on the roof of the Lightning Tower which was in a reality an abandoned observatory, looking up at the evening sky.

"What's the point? Kilobyte is gone, Lord Fear vanished and Lady Illusion…" Ace trailed off as he stood up and floated down onto the floor.

Sparx hated seeing Ace like this, a watered down saddened version of the hero he was meant to be. All because Lady Illusion had done what no one, not even Sparx, had expected her to do: sacrifice herself to save Ace and the world.

"Don't be so down, Ace. She might not be gone." Sparx suggested. "She could just be somewhere in the Sixth Dimension."

"Possibly." Ace conceded.

"So all we need is the Amulet and we'll get her back." Sparx continued.

Ace sighed. "It doesn't work that way."

"Huh?" Sparx stopped, looking confused. "What do you mean?"

"In our hands the Amulet would only summon a fellow Lightning Knight and though Lady Illusion is not aligned with Kilobyte or Fear anymore I wouldn't be able to summon her even if we had a piece of the Amulet." Ace explained as he looked up at the sky. "I doubt Fear will want to bring her back unless only so that he could destroy her."

"Okay…so what about Fear? What do we do about him? He's on the run but that doesn't mean he's out." Sparx changed the subject. "We can't let him go running around out there. What happens when the other bad guys come back?"

"The good thing about that night is when the Amulet was put together by Kilobyte and broken again when he was defeated all the villains we defeated were forced back into the Sixth Dimension so it's just Fear." Ace replied as he turned around with a hand to his chin. "You're right about one thing, Sparx. We can't let Fear get his hands on the Amulet."

"Really?" Sparx questioned with an excited look.

"With Fear gone and no villains running around the Carnival we have a chance to collect all the pieces of the Amulet and end this once and for all." Ace continued. "Okay, Sparx, here's the plan. I need you to keep an eye on things here and watch for any sightings with Fear. I'm going to ask Mark and Chuckdude for helping with finding the Amulet."

"All right!" Sparx punched a fist into the air. "We're back!" She put two fingers in her mouth and let out a loud whistle. "Lighting Flash to me!"

Sparx's personal ride came down in front of her and she hopped onto it, letting a loud whoop as she shot out of the Lightning Tower.

Ace watched as Sparx flew off with a sad look. "Hopefully we'll all be back Sparx."

He had a plan but it wasn't what Sparx was thinking of.

Xxx

"I, Lord Fear, Master of Terror, Ruler of the Carnival of Doom, and Supreme Ruler of all Evil reduced to this! Forced to hide in an abandoned mortal barn like a sticking animal. This is humiliating and degrading to a being of my status!" The walking skeleton known as Lord Fear raged as he paced back and forth inside the wooden barn he had found outside the city that was large enough to hide him and his personal ride, the Doom Wagon.

He had been here for a few days, trying to figure what to do next. All he had left was his trusty staff, his ride, and a rodent for a minion.

"It's not that bad, boss! At least we have our health." The flying rat known as Dirty Rat offered to try and make Lord Fear feel better.

That did not comfort Lord Fear in the slightest and he showed it by glaring at the Rat, mentally smirking as the rat let out a whimper as he floated back. He did not trust the Rat and for good reason. The Rat, while weak was among the most devious of his minions and even once usurped control of the Carnival of Doom from him. And Fear didn't forget that Rat instantly sided with Kilobyte when he arrived and cast Lord Fear aside to take control and was only with him because there was no one left.

He didn't trust the Rat but he was only one left besides his trusty staff and he needed all the help he could get. He would not give the Lightning Knights or even Kilobyte the satisfaction of admitting defeat after just banishing Kilobyte to the Sixth Dimension.

"And what good is our so called health when we are reduced to this? Hiding like common pathetic mortals here?" Lord Fear spat as he turned away from the rat. "I had it all in the palm of my hand, Kilobyte and Ace Lighting were down in front of me but the traitor Lady Illusion tricked me. I dare not return to the Carnival, not when Ace Lightning is most likely watching for any sign of my return and without pieces of the Amulet I cannot summon any of my minions back to aid me. What I need is a way to turn the balance of power back in my favor."

To say things had gone bad for Lord Fear was a bit of an understatement.

He had not been able to find a piece of the Amulet or lead his gang of villains to take over the world because of the traitor Lady Illusion and his arch nemesis, Ace Lightning. When Lady Illusion sacrificed herself to save Ace Fear had seen the look in Ace's eyes, a look of pure anger that shook the walking skeleton even to this day. He was no doubt searching for Fear at this very moment, forcing Fear to take refuge in an abandoned barn on the outskirts of Conestoga Hills. Even if defeating Kilobyte had increased Lord Fear's power the Master of Terror was hesitant to take on Ace if he was determined to avenge Lady Illusion.

To be honest Lord Fear understood Ace's desire for revenge for the supposed death of the woman he loved, the woman that Lord Fear himself had loved that had betrayed him for that wretched superhero. Fear had trusted her and she betrayed him more than once and after all they had been through she disguised herself as Ace Lightning because she knew he would betray the hero in the end. The small feelings of remorse was squashed by feelings of hatred and jealousy coursing through Lord Fear's non-existent heart and he shoved those feelings aside to focus on the current situation.

If Lord Fear was to ever gain the upper hand he needed something very powerful to destroy Ace Lightning and the rest of the Lightning Knights so that Lord Fear could finally rule this pathetic mortal world.

"It is kinda bad when you say it like that boss. Too bad we can't bring the others back the way Kilobyte was putting mortals in the Sixth Dimension. I mean without the Amulet we're the only ones left." Dirty Rat commented.

"Yes…" Lord Fear stopped pacing. "The ability to send someone into another dimension without the Amulet is an ability that would give anyone a great advantage…Perhaps there is a way."

"Huh?" Dirty Rat looked confused.

"I have a job for you my flying minion." Lord Fear walked up to the rat. "Find the science teacher from the mortal school and bring him to me."

"Huh? Why?" Dirty Rat asked.

"Never mind why, just do it!" Lord Fear snapped.

"You heard his Lordship." Lord Fear's trusted staff, Staff Head said as the glass orb sitting above his head glowed bright orange. "Get moving!"

"Okay! Okay!" Dirty Rat whimpered and took off through a hole in the roof.

"An excellent plan, my Lord." Staff Head said as its orb started glowing. "And with Kilobyte out of the way you'll be unstoppable."

"Indeed my Totem of Terror but you're wrong." Lord Fear replied.

"Huh?" Staff Head looked confused.

"The combined assault of our attack with the sidekick and Lady Illusion was not strong enough to destroy him. It only sent him back into the Sixth Dimension even though doing so increased my power. If I had the Amulet in my possession it would have been different but the end result was still the same." Lord Fear explained before smirking. "But once I get all my minions back I'll be strong enough to show myself to Ace Lightning and finish him off once and for all. And when I collect all the pieces of the Amulet I'll finish the Lightning Knights and their annoying sidekicks once and for all, leaving this world ripe for me to conquer. And no one will stop me this time, not even Kilobyte or Ace Lightning!"

Lord Fear threw his head back and cackled loudly that echoed throughout the barn. The Master of Terror would rise again.

Xxx

**(A computer screen powers up and the cursor clicks on a file labelled 'Game Start'. The Amulet of Zoar appeared on the screen and broke apart while the gem in the middle piece engulfed the screen. The screen now shows blue data lines moving with images of multiple characters on the top and bottom of the screen moving in inverted directions.)**

_It's hard to take a stand_

**(Mark Hollander firing his Lightning Gauntlet)****Thomas Wansey as Mark Hollander**

_I__t's hard to do what's right_

**(Chuck Mugel typing away on a computer)**

**Marc Minardi as Chuck Mugel**

_No matter how scared you are_

**(Kat ducking as an energy blast flew over her head)****Ashley Leggat as Kat Adams**

_You've got to stand and fight_

**(Aelita standing in a scanner before being virtualized and appearing in the Mountain Sector of Lyoko in her new Avatar)**

**Sharon Mann as Aelita Schaeffer**

_But we don't have to play this game all alone_

**(Ace Lightning flying and shooting lightning bolts from his hands)**

**Michael Riley as Ace Lightning**

_Cause there's a hero_

**(Gwen blocking lasers with her scythe while Heather shoots shuriken at a Pyramid, hitting in the Eye and destroying it)**

**Megan Fahlenblock as Gwen**

**Rachel Wilson as Heather**

_There's a hero in us all_

**(LeShawna smashing a Dark Krab with her hammer)**

**Novie Edwards as LeShawna**

_When a hero stands beside you_

**(Geoff and Bridgette fighting side by side against XANA's monsters)**

**Dan Patronijevic as Geoff**

**Kristen Fairlie as Bridgette**

_You can hear them call_

**(Cody and Noah firing their pistols at Hornets)**

**Peter Oldring as Cody**

**Carter Hayden as Noah**

_There's a hero_

**(DJ blocking lasers with his barrier)**

**Cle Bennet as DJ**

_There's a hero in us all_

**(Trent playing his guitar, shooting fire and lightning from its end)**

**Scott McCord as Trent**

_There's a hero in us all_

**(Sparx clashing her sword with Lord Fear's staff while Random Virus clashed with Anvil)**

**Deborah O'Neil as Sparx**

**Cathal J. Dodd as Random Virus**

_You have to do what's right_

**(Ace Lightning in the Sixth Dimension fighting of a crowd of zombies)**

_You have to do what's good_

**(Lady Illusion gasping as she turned into pixels in Ace's arms before vanishing)**

_It's hard to stand and fight_

**(XANA's Avatar appears out of a black cloud followed by his generals as a tower behind them glows bright red)**

_When you're misunderstood_

**(Kilobyte laughing as he held the complete Amulet of Zoar)**

_But we don't have to play this game all alone_

**(The Lyoko Warriors and the Lightning Knights standing together as a dark cloud covered the sky over France)**

_Cause there's a hero_

**(Ace flew at Kilobyte with his hands sparkling with lighting as Kilobyte's tentacles extended from his back)  
><strong>_  
>There's a hero in us all<em>

**(Aelita closing her eyes and activating a tower that glowed pink)**

_When a hero stands beside you_

**(Pink lightning hitting Ace, powering him up)**

_You can hear them call_

**(Kilobyte roaring as his eyes glowed bright gold with the Eye of XANA appearing as pupils)**

_There's a hero_

**(The Warriors and the Lightning Knights battling Kilobyte with everything they've got)**

_There's a hero in us all_

**(Ace becoming a literal human shaped lightning bolt that exploded in a flash of light)**

_There's a hero in us all_

**CODE TOTAL DRAMA REALITY: HEROES OF DIMENSION EARTH**

Xxx

**Return Of The Master Programmer**

**Conestoga Hills  
>Mugel Residence<strong>

Chuck Mugel sighed as threw his backpack onto his bed which he later fell on a second later. "What a day."

"Long day, Chuckdude?"

"Gah!" Chuck jumped up and smiled when he saw Ace Lightning floating at his window. "Ace, dude!" He opened the window and allowed Ace to float into his room. "What's up? Lord Fear up to no good again and you need help?"

"It's not Fear I need help with Chuck, its Lady Illusion." Ace answered, walking over to Chuck's laptop. "Is there any way to find her in the Sixth Dimension and bring her back?"

"Lady Illusion?" Chuck scratched the back of his head. "Well if she's still alive I would say we could use the Amulet but Lady Illusion's not a Lightning Knight so you won't be able to bring her back. The only other way would be the portal in the Haunted House, the one I used to help bring Sparx back."

"And would Lady Illusion know of this portal?" Ace turned and faced Chuck.

"I kinda doubt it, Ace. I mean if any of the bad guys knew we'd be up to our necks in bad guys until someone put the Amulet back together." Chuck replied thoughtfully. "Good thing Kilobyte doesn't know about it either."

"Yeah, it is a good thing." Ace looked back at the laptop. "Have you found him?"

"Well, I lost contact with Rick but I imagine he's still in the circus. I haven't been able a solid connection with the ga-I mean the Sixth Dimension since that night at the Carnival. I'm still working on it but if I get the connection up and running I can check in on Rick and see if Lady Illusion is still alive." Chuck hastily said.

"You don't have to worry, Chuck. I'm not upset about it being a game anymore. Mark spent a long time trying to tell me and I didn't listen but he also stated I was as real as he was." Ace glanced back at Chuck.

"Well yeah! You're here! You're talking with me!" Chuck said with a big smile. "If that's not real I don't know what is."

"Yeah and so are the others." Ace nodded with a small smile. "Thanks for the help, Chuckdude."

"Anytime, Ace." Chuck watched as Ace flew out his window and watched him vanish into the sky. He then turned back to his laptop with a worried look. "Oh, I got a bad feeling about this. I better tell Mark."

Xxx

**Conestoga Hills  
>Hollander Residence<strong>

"Are you sure about this?" Mark asked as his father put a suit in a large case. "This is a little sudden."

"It's just a few weeks away in France dear and your mother will look after the house while I'm gone. You really want to pass up a chance to see France? I thought you'd be happy, it's close to England after all." Mark's father, Simon replied with a smile. "Doesn't that sound exciting?"

Normally Mark would think so but he had a few things on his plate, such as spending time with his new girlfriend, finding pieces of the Amulet before Lord Fear does, and checking in on Ace. "Well, I kind of have…had plans for the next couple of weeks. I thought I would spend some time with Kat since we only started dating a while ago."

"Oh don't worry, we won't be gone long and you can always trade messages with her like you do with Pete." Simon patted Mark on the shoulder. "You've been a little stressed for a while and I thought a trip to France would be good way to help you…unwind as teenagers say these days."

Mark was even more hesitant to argue with his father as he wasn't wrong about Mark being a little stressed from saving the world but he couldn't tell his parents about that. He would have been all for a vacation if Lord Fear wasn't still on the loose. "Can I just tell Kat and my friends about this before w go?"

"Sure, my boy. It'll take all day for me to get my suits all put away for the trip. So go on and have some fun." Simon nodded.

"Thanks dad." Mark smiled as it was hard to fight his parents when they were just looking out for him.

After speaking to his parents he ran up to his room and pulled out his cell phone.

Xxx

**Kent Brother's Carnival**

"Nothing…Nothing…Nothing…" Sparx sighed as she walked around the deserted Carnival of Doom. "Bonehead's not coming back here anytime soon." She stopped when she heard the cell phone Ace left her ringing and quickly answered. "Sparx here."

"_Sparx? Where's Ace?_" Mark's voice asked.

"Nice to hear from you too, kid. Ace took off for a bit and I'm at the Carnival checking things out. Lord Fear hasn't come back yet from the looks of it so I'm looking around for pieces of the Amulet. Sooner we find them the sooner we can kick his bony butt." Sparx answered with an eager smirk. "Ace went to check on something."

"_Well when you find him can you tell him I might be gone for a few weeks? My dad has a business trip to France and he wants me to come along._" Mark explained. "_He thought I could use a vacation._"

"Ha! Sad to be missing all the action, kid?" Sparx chuckled. "Don't worry, me and Ace survived a whole summer with you gone. A few weeks will be easy."

"_What about Random Virus? What if his evil side takes over while I'm gone?_"

"Random's hiding back in the junkyard. We'll keep an eye on him. We don't have a lot of baddies out at the moment." Sparx spared a glance around the Carnival. "It's quiet and weirdly peaceful around here."

"_Well, hopefully it stays like when I get back. Thanks, Sparx._" Mark said.

"Anytime kid." Sparx hung up and sighed. "Where did you go, Ace?"

Xxx

Ace sighed as he looked down at the small town of Conestoga Hills below him. He had dedicated himself to protecting the people since he first came into this world, following his code as a Lightning Knight.

Or rather his programming.

He knew the secret of his origin along with everyone else's origin from the Sixth Dimension but did it define who he was. He was a hero, a protector, someone who helped keep the people of this world safe from evil. But now he is someone else, someone who is about to risk himself to save someone who brought out possibly the strongest emotions in him.

'This is it. This is where I leave everything to Mark and Sparx.' Ace thought as he brought his hands up, pointing them at the sky. 'Sorry everyone, this is something I have to do but don't worry. I will be back with Lady Illusion.'

He hesitated for a second before powering his hands up and releasing a stream of lightning that shot into the sky. His power light up the sky as a single strand of lightning shot across the night sky, lighting it up a lot longer than a normal bolt of lightning should. And it was seen by a few people who recognized that light.

Xxx

Sparx stopped the Lightning Flash when she saw a spiral of lightning above the Thunder Tower. "What in the Sixth Dimension is…Ace!"

She high tailed it towards the Thunder Tower, pushing the engine on the Lightning Flash to the max in the direction of the lightning, knowing that Ace was connected to it.

Xxx

Ace grunted as he continued shooting the pillar of lightning into the sky, taking into account of the power he was losing but kept going. First it was one hundred percent, then it was seventy percent, sixty five percent, and by the time his power was at fifty percent his form was starting to shimmer, becoming partially static from the loss of power.

"ACE!" Ace could hear Sparx shouting. "WHAT IN GREAT HOT OBLIVION ARE YOU DOING?! YOU'LL RUN OUT OF ENERGY!"

'Sorry Sparx.' Ace closed his eyes as he poured the last of his power into the pillar of lightning that set a bright flash of light that would have blinded anyone except Sparx if they had been watching.

The lightning vanished into the night as Ace fell back, falling down towards the ground but luckily Sparx was there to catch on her ride.

"Ace!" Sparx got up and put Ace on the ground, watching his form shimmer into pixels. "What were you thinking?"

"So-sorry, S-Sp-Sparx. I-I got to do th-this." Ace said with a small smile. "Lo-Look after Ma-Mark. You can ha-handle Fe-Fear. Do right-right and fear not."

Sparx's eyes widened as Ace vanished into nothing. "Ace…"

Xxx

"Ace did what?!" Mark exclaimed into the cell phone.

"_I saw it, kid. He literally shot all of his power into the sky and disappeared. He's back in the Sixth Dimension by now._" Sparx sadly explained.

"What was he thinking?" Mark whispered before his head shot up. "Lady Illusion."

"_What?_" Sparx asked.

"I think he went back into the Sixth Dimension to find Lady Illusion." Mark realized.

"_Is he insane? Even if he does find her how does he plan to get back?_" Sparx exclaimed.

"Probably through the portal in the Haunted House, the one you and Chuck used to escape. If Lady Illusion does find her and they make it through the portal they can make it back here." Mark explained but sat down on his bed. "But what if Kilobyte is there and finds out about the portal?"

"_That does sound bad, kid. You picked a heck of a time to leave._" Sparx commented.

"I didn't pick…" Mark sighed. "At least we know Lord Fear isn't hiding out in the Carnival. Maybe you can find a few pieces of the Amulet before he does."

"_So now what? We sit back and wait?_" Sparx asked anxiously.

"I got some time left. I'll check in with Chuck and see if we can contact Ace." Mark stated. "I got a bad feeling about this."

"_You and me both, kid._"

Xxx

**Sixth Dimension  
>Entrance to the Carnival of Doom<strong>

When Ace opened his eyes again he was greeted with the familiar sight of the entrance to the Carnival of Doom. It wasn't the Carnival of Doom in the mortal world, it was the one in the Sixth Dimension that had been created by Lord Fear's twisted imagination.

'Or should I say it was created by whoever created us.' Ace thought as he stood up. 'Now I just need to find Lady Illusion and then get back to the mortal world through the portal in the Haunted House.'

Ace walked through the gates and into the dark looking carnival.

Xxx

"No way! Ace is in the Sixth Dimension!" Chuck exclaimed, falling onto his bed as he listened to Mark and Sparx's story. "And he's gone looking for Lady Illusion?"

"That's what we think Chuck. We need you to try and find contact Ace because he might be in over his head. Even if he does find Lady Illusion there is a chance he could end up bringing Kilobyte back." Mark explained.

"Oh yeah, that's bad." Chuck brought his laptop onto his lap. "He's going find Lady Illusion and bring her back through the portal in the Haunted House."

"As if we didn't have enough problems." Sparx groaned as she sat down on the floor. "It's bad enough Lord Fear's missing and Mark's going off to Fran but now this. What does he expect us to do while he's gone?"

"It's pronounced France, Sparx." Mark corrected.

"Whatever. Doesn't he realize even if Lord Fear's on the run that bonehead's even stronger now?" Sparx groaned.

"Stronger?" Mark looked at Sparx. "What do you mean?"

"You remember that orange blast that fried Illusion? An attack changing in color usually means that the attack power has changed drastically and since Lord Fear helped Ace clear the Carnival of Kilobyte and his goons that means he's more powerful than ever." Sparx explained as she stood up. "We need to take him out before Ace gets back and if he ends up bringing Kilobyte back."

"She's right, Mark. I just checked Lord Fear's stats and his power point level has gone way up. He's a lot stronger to the point only Ace would have a chance of beating him. The plasma beam from his staff took out Lady Illusion in one hit and it can do the same to the Lightning Knights." Chuck said, looking at his laptop.

"I have to get back to my parent's house. I only have a few minutes before my dad leaves. Are you sure you guys will be all right?" Mark asked.

"Don't worry, Mark. We can handle it." Chuck smiled. "The Chuck-dude's on the job!"

"Okay, Kat should be over by now." Mark looked at his watch. "Good luck guys."

"You too, kid." Sparx nodded with a smile as Mark left the room.

Xxx

**Sixth Dimension  
>Carnival of Doom<br>Abandoned Laboratory District**

"I am waiting, Programmer." Rick shuddered as Kilobyte's voice hissed behind him. "What is taking so long?"

"These computers aren't like the ones back at my shop. I need to make a connection with my databanks which was lost when you found all the pieces of the amulet. I have start over from scratch." Rick quickly explained.

He yelped as Kilobyte pulled the chair around and found himself face to face with his psychotic creation. "I am not interested in feeble excuses, Programmer! I want a way back into the real world where I will finish what _you_ started. You had best hope your usefulness to me does not come to an end or I will be quick to see your departure from my sight!"

Rick whimpered as Kilobyte slammed his chair back into the computer console of the mad scientist looking lab he was in that Kilobyte had found for Rick to use and slammed the door on his way out. When he was gone Rick sighed in relief but knew he needed to find a way to escape and soon. It only a matter of time before Kilobyte ran out of patience and tried to kill him. He knew that the only way to get out was through the portal hidden in the Haunted House but with Kilobyte keeping a close eye on him it would take a miracle for him to even set one foot there.

Rick just needed something to distract Kilobyte long enough for him to escape and that was what he was looking for right now. The DataStream, the main method of how he was able to bring Ace Lightning all the characters in the game to life. He did not create the DataStream, he merely found it as he worked on making the game as real as he could. The DataStream was simply put, a stream of data and codes that were chaotic and unpredictable and yet they were the most complex form of coding that he had ever found.

He researched the DataStream day and night, trying to understand where it had come from and who made it until he realized that no human hand had made it, it was the digital fabric of the Internet itself. Using what he had learned from studying the DataStream he had discovered a way to advance the programming of the characters to the point that they would not only become fully aware, but they would be able to interact with the players and even _touch_ them.

Of course no one believed him and he was fired for that.

But he wasn't going to let that stop him. He set up online version of the game and used the DataStream as a conduit to bring Ace Lighting into the real world, programming Lord Fear and his gang to take over and proof the genius of the man who created everything. Unfortunately with the help of his human allies Ace defeated Lord Fear, forcing Rick to create Kilobyte to gain the upper hand. If not for a simple power outage Rick probably would have won but with his consoles down he lost control of Kilobyte and now was imprisoned in the very world he had created with his creation ready to kill him. That was why Rick needed a way to escape and so he was looking through the DataStream for a way to stop Kilobyte before he did anything else.

"All right, all parameters met. If the DataStream can bring people in and out of the Sixth Dimension maybe it can bring me back." Rick banged the keyboard. "But I don't have a power source. I need a power surge to directly bring me out."

There was no thunder storms in Conestoga Hills so he needed some place else with the right amount of weather that would make it possible for him to escape.

"Come on, come on…" Rick muttered as the screen showed global weather reports. "All I need is one place that has the right amount for weather for a thunderstorm that will give me what I need."

The computer beeped and highlighted the capital of France: Paris.

"Says there's a high of thunder and lightning in France." Rick smiled as he whispered. "Well, I could use a little time away from America and I can visit all the popular museums there. Now I just need to remotely and connect to every network there, so if and when the storm hits any computer system that I am connected will immediately run my program and freedom for me! You're not getting me, Kilobyte, I'm the Master Programmer and I run this place."

He just needed to stall for time now as it would take a day for the thunderstorm to hit France but he knew he had a chance to escape now. But what Rick did not know was that his plan did not go unnoticed by someone, someone who was like him.

Trapped and looking for a way to escape.

Xxx

**Location Unknown**

"Damn you, XANA. Damn you." A man sitting on cylinder like platform surrounded by data screens whispered. "This is not the end. I will not be stopped so easily. I'll be back and they will all pay!"

He had been trapped for little over a week now but it felt like eternity to him and he had no wish to be here for the rest of his natural life or longer than that. He refused to be trapped here a second longer which led him to the inside of the tower on his small Replica, looking for a way out.

"If only I could gain access to a scanner I wouldn't be in this mess. I've lost my connection to Lyoko and without it I can't use Schaeffer's scanners. With the scanner in lab destroyed I have no way to materialize myself back into the real world." Lyon looked at the screen. "I could try and recreate Nephilim but XANA absorbed his data and without his data I'd need to start over from scratch. There has got to be a way!"

Then as if the Universe was answering his prayers the digital screen beeped.

"Hm? What's this?" Lyon looked at the screen. "An unknown signal is connecting with multiple networks across France. Probably nothing but the signal is surprisingly complex and it's coming from inside…an online game network. Perhaps I might be able to use this."

Dr. Lyon was not finished, not by a long shot.

Xxx

"The connections too slow. The storm will be over before I connect with a quarter of the networks." Rick muttered, starting to lose his control. "I have to speed up the process somehow or I'll never get out! Kilobyte will kill me before I can find a way to bring us back!"

To his surprise a messenger box appeared on the screen of his digital computer. There was no username on the box.

Only a simple word: **Hello?**

Not knowing what else to do Rick typed: **Who are you?**

**You are attempting to access multiple networks at once. What you are trying to accomplish?**

Rick frowned. **Are you with the authorities?**

**I am Dr. Lyon and I am the lead scientist for a special project known as Project: Carthage. Now who are you and why is your signal coming from inside a game network?**

Rick's eyes widened as he quickly typed. **My name is Rick Hummel, I am trapped in a computer game I created and I'm trying to get out. I'm sending a copy of the program that I used to bring my game to life. **

He clicked on the 'Send' button and waited.

…

…

…

**This program is surprisingly complex for a video game and you've managed to create this program based off data from the Digital Sea.**

"The Digital Sea?" Rick asked and then typed. **Do you mean the DataStream?**

**The Digital Sea is the Internet in the form of a sea, endless lines of data and codes in the form of an ocean that when used right can create almost anything. Your DataStream is a cultivated version of the Digital Sea that acts as a conduit between your 'game' and the real world. That is why you attempting to connect with multiple networks in France, you are attempting to widen that conduit.**

Rick's eyes widened in disbelief. **You mean you have…Created programs like this before? How is that possible?**

**There is much the government has created without public knowing and this is one of them. Now that I know what is happening I'd like to offer you a way out.**

Rick typed quickly. **How do I get out?**

**I have something that can bring you back into the real world but I will need your help.**

Rick frowned. **What do I have to do?**

**I want you, Rick Hummel, to help me to get back into the real world.**

Rick's eyes widened again. **You are trapped in a game too?**

**In a manner of speaking. You can get out but I unfortunately cannot so in exchange for helping you I want to help me.**

Rick was shocked but was still able to type. **How do I get out?**

**I have a special program that when combines with yours, Rick, will allow you to enter the real world but not as an ordinary human. You'll be mass of data and electricity in the form of a human, much like what your program here seems to be able to do. **

To show he was serious Lyon sent Rick the digital blue prints of the program he was talking about.

Rick looked over the blue prints and he was shocked by what he saw. **Amazing.**

**Do we have a deal?**

Rick quickly typed. **Sure. Just get me out of here!**

Xxx

"Wonderful." Lyon smirked as he uploaded the program.

The program was in fact the data codes for the copy of XANA which he had copied before he upgraded and restored it by fusing the data with the back-up data for the AI of Project: Carthage that had become the enemy of the Lyoko Warriors known as Nephilim. But by infusing the copies of the old codes along with program created by this digital human named Rick Hummel he would be able to cross over between the real world and the digital world. Rick could leave and then later with his guidance he would materialize Lyon back into the real world. He would finally be free of this digital prison and then he would get his revenge.

"XANA, Aelita, those brats…" Lyon whispered with a sinister grin. "They will all pay. All of them and I just found the perfect way to make it happen."

Xxx

**Place your hand on the screen.**

Rick didn't know what was about to happen and he didn't care. He placed his hand on the screen and a bright light traveled up his hand and through his body.

"PROGRAMMER!"

Rick's eyes widened in horror as Kilobyte knocked down the door, glaring at Rick with an enraged look on his face. "HURRY!"

"YOU BACK-STABBING FEEBLE WORM!" Kilobyte thrust his tentacles forward but the light engulfed Rick, turning him into a black cloud that was absorbed into the digital computer, gone from the Sixth Dimension.

Upon seeing his prisoner was gone Kilobyte reared his head back and let out an enraged howl that shook the foundations of the Sixth Dimension.

Xxx

**France  
>Paris<strong>

It was raining and storming in France, the kind of weather that no one would want to be outside in. Inside an abandoned factory a series of computer screens came to life and a black smog like substance slowly leaked out of the screens, coming together on the floor and rising up, shaping itself into a human like form that slowly became more and more human.

"I AM BACK!" The now solidified Rick looked down at his body with an excited grin as he started dancing. "I AM BACK! I AM BACK IN THE REAL WORLD! RICK'S BACK AND KILOBYTE'S STUCK BACK IN THE GAME! WHHHHHHHHHOOOOOO-HHHHHHHOOOOO!"

Rick Hummel, the Master Programmer was free of the very world he created and he was ready to take on the world again.

But first he had some unfinished business with his creations and he had no intention of letting them defy him again.

Xxx

**Location Unknown**

The strange appearance of a human appearing in the factory did not go unnoticed. Somewhere on the digital plain of existence a dark and intelligent mind stirred as it sensed something. "Hm? A sudden burst of energy. I've never felt something like this before."

The mind quickly reached out and tried to locate the source of the energy source. It discovered the energy surge had allowed something to enter the real world through a series of computer in an abandoned factory.

And it wasn't just any abandoned factory.

"A specter…No, there's no tower involved. Whatever it is its mind is not bound to a digital domain and was able enter the real world in a complete spectre form and human body." The being stated, narrowing its eyes. "What's going on?"

He did not like being in the dark with a strange event like this. The idea of someone using the same of techniques as him was intolerable to him and he would not stand for anyone standing in his way, even if his dear little 'sister' was one of them.

"If someone is utilizing that kind of power they must have extensive knowledge of Lyoko and possibly me. If that's the case then I might possibly have another enemy, another Nephilim as an adversary. It seems Lyon is not done being a thorn in my side." The being smirked. "If he wants to play some more he should know what happens if he loses."

Oh yes, XANA was interested in this new turn of events and if he could use it against his sister and the warriors then he saw no reason to interfere.

Yet.

Xxx

**France  
>Kadic Academy<strong>

"Mmm…" Aelita opened her eyes as she sat up on her bed and looked out the window, seeing the stormy weather. "…It's been a long time since I've seen a storm that bad."

Aelita could not help but feel the storm was some kind of omen.

Xxx

"So you're going off with your dad to France for a few weeks on a business trip while Ace is back in the game looking for Lady Illusion. You picked a heck of a time to leave, Mark." Kat said with a small smile as she and Mark walked back to the Hollander house.

"I didn't exactly pick a time, Kat but I want let you that Chuck and Sparx will keep an eye on things here." Mark replied.

"So I guess asking for an interview is out of the question?" Kat asked rhetorically.

"Kat, I talked to you about this before." Mark sighed as he stopped walking, making Kat stop as well. "We can't go around telling everyone about this and besides, Lord Fear's on the run and Sparx's already refused to be interviewed."

"Fine." Kat sighed reluctantly.

Ever since that night at the Carnival where Kat had learned Mark's secret life she had been hoping to make a story in the Conestoga Hills High School Journalism section about it but Mark, Ace, and Sparx refused any attempt by her to interview them. It had gone without saying that Kat was disappointed but she stopped pushing the issue a few days later.

"So, you remember to send me pictures?" Kat changed the subject.

"Yeah. Just a few weeks of nothing but museums, historic sites, and anything non-super hero related." Mark nodded with a small smile.

"I'm surprised you won't die of boredom." Kat said as she kissed Mark on the cheek.

Xxx

**Sixth Dimension  
>The House of Illusion<strong>

Monkeys dressed as clowns were all over the fence surrounding a small house with pink and purple striped walls and a purple roof. The gates to the house were made of candy canes which would have been as odd to anyone from the real world if they were to come upon this house. Inside the house a woman sat in a large white chamber with a large crystal ball in the center of the room. The woman was none other than the owner of the house, Lady Illusion.

Lady Illusion was Lord Fear's second in command and former lover but had betrayed him when she fell in love with Ace Lightning and saved him on many occasions. It had been rough due to her jealously of Ace and Sparx's partnership, Staff Head blackmailing her, and Lord Fear's wrath for her betrayal but it has been worth it in the end. Now she was back in the Sixth Dimension, alone and with only the creatures created to guard her home for company. She hoped Ace was all right but knew that he had been saddened by her loss.

She knew Lord Fear would betray him once they had defeated Kilobyte and she knew once Kilobyte was defeated Lord Fear would be strong enough to destroy Ace.

So she knocked Ace out and took his place in the final battle, willingly taking an upgraded blast to the back from Lord Fear's staff. At least in the end she faded back to the Sixth Dimension in her love's arms and knew that he loved her. But now that she was here she had to be careful because Kilobyte was in the Sixth Dimension and if he found out about her betrayal there was no doubt that he would tear her apart with his bare hands. For now she would wait in her home for a sign that let her know it was time to leave and find a way to reunite with her love.

"Ace, you shouldn't have come here. Kilobyte will know you're here and he'll use you to escape back to the mortal world." Lady Illusion whispered as she looked into the crystal ball. "Hold on for me, Ace. I will find a way to be with you again."

It showed her beloved in the Sixth Dimension looking for her. She had to hurry and find him before Kilobyte did.

Xxx

**Conestoga Hills  
>Airport<strong>

The Conestoga Hills airport was as busy as it was any other day with people arriving or leaving. Mark and his father were already in line waiting to show their passports and have their luggage taken onto the plane. While Mark was waiting in line he didn't noticed the man in the dark coat and hat a few feet behind him, shaking uncontrollably. The man was looking back and forth for some reason and kept his head down whenever anyone looked at him.

Too bad it wasn't enough to keep a certain pair of eyes from finding him.

"There you are, Cheese-man. And you're hanging out with Ace's side kick huh?" The Dirty Rat snickered as he looked down at the line from a window. "Taking a trip are we? Not without Lord Fear, you aren't!"

He quickly took off into the air and flew back to where Lord Fear was hiding to tell him the news. Ace's sidekick and the teacher heading somewhere and that was not good as Lord Fear needed the teacher's help to bring the gang back. And if they captured Lightning's sidekick as well then they could force Ace to give them pieces of the Amulet in exchange for the safe return of the side kick. Mark looked up when he thought he heard something but saw nothing on the window.

For some reason Mark felt like he was about to take part in another big adventure. As he walked to the gate he sent a message to his friend, Pete.

"_It looks I'm going on another vacation and I'm kind of worried, Pete. Ace is back in the Sixth Dimension, possibly looking for Lady Illusion. Sparx and Chuck are in charge of things until either me or Ace get back and I have to believe things will be okay. After all we've been though, I know better than anyone even if Lord Fear and Kilobyte never give up, neither will Ace and as long he's got me, Sparx and Chuck we might have a chance to win this game once and for all. Until then, I guess you just believe your friends can hold out_."


	2. Chapter 2

**Disclaimer: I don't own anything belonging to Code: Lyoko, Total Drama, or Ace Lightning. Code Lyoko is property of Moonscoop, Ace Lightning is owned by BBC and Alliance Atlantis, and Total Drama is the property of Fresh TV.**

Xxx

**Lightning Knights Go To France**

**Mugel Residence**

"Well, it's a sad day indeed. Ace is back in the Sixth Dimension and Mark's going off to France. So who will be left to protect Conestoga Hills from the forces of evil? Oh wait, there is someone to call in when the hour is dark. None other than-"

"Chuck dear, your pork chops are ready!" A woman's voice called out.

"Oh man!" Chuck stood up from his desk. "Right in the middle-Coming mom!"

During his super hero monologue Chuck had been searching for Ace in the Sixth Dimension to help him get back to Earth, preferably without bringing Kilobyte back.

"Chuck Mugel, Lightning Knight signing off." Chuck quickly said as he turned off his computer's monitor.

He had pork-chops to eat before they got cold.

Xxx

**Conestoga Observatory  
>'Thunder Tower'<strong>

Sparx sighed as she looked around the empty Thunder Tower, feeling somewhat lonely. "Great, here I am on my own. No bad guys. No Ace and even the kid is gone for a while. Just me, Chuck, and maybe Random."

That thought made Sparx sad because as much as she loved fighting bad guys she enjoyed hanging out with Ace, Mark and Chuck. Now it seemed everyone she cared for were leaving her all alone.

"Ace, I know your catchphrase is 'Do right and fear not' but what happens when you fear losing everyone?" Sparx muttered out loud.

Too bad he wasn't here to answer that question.

"What am I doing? This isn't me!" Sparx sighed in frustration as she jumped onto her feet. "I should be out there finding pieces of the Amulet so I can get Ace back!" Sparx then stopped suddenly. "Oh right, he's gone looking for Lady Illusion. Ugh! What am I supposed to do?! Sit around and twiddle my fingers until he shows up?!" Sparx stomped her foot on the ground. "For thunder's sake, I'm so confused! What does he expect?!"

Smacking herself on the head lightly Sparx took a deep breath and exhaled. Ever since Ace had vanished she had no idea what she was supposed to do on her own.

"…Maybe I should go and see Mark off." Sparx whispered thoughtfully. "He's going to be gone for a while too. Might as well say goodbye." She looked up and whistled. "Lightning Flash, to me!"

Her ride came down and she jumped onto the seat, letting a loud 'WHOO' as she shot out of the Thunder Tower. Little did Sparx know was that she, Mark, and almost everyone else would be caught in what would perhaps be the greatest adventure of their lives.

And possibly the last.

Xxx

"So, the teacher is taking a little vacation, hm?" Lord Fear hummed thoughtfully once the Rat had returned and told him of what Mr. Cheseburough was up to. "And Ace Lightning's puny sidekick is there as well. It's obvious that he is attempting to take the teacher somewhere to hide him to keep him from assisting me in helping me with bringing the others back from the Sixth Dimension. With them both on a plane and going somewhere I'll be unable to find a way to bring the others back without relying on the Amulet. A cunning plan."

"But you are more cunning, your Lordship." Staff Head commented.

"Indeed, my trusty totem. We will follow them to wherever they go and without Ace to protect him the sidekick will be helpless." Lord Fear chuckled.

"We're going to follow them, boss?" Dirty Rat asked.

"Yes. Ace Lightning will be expecting me to search for pieces of the Amulet in the Carnival. Fully vulnerable, alone, and exposed. By pursuing the side kick and the teacher we maintain the advantage. And when we've regained our full strength we will return and crush Lightning!" Lord Fear clenched his skeletal hand into a fist.

"A brilliant plan, your Lordliness." Staff Head praised.

"Yeah, I like it too, boss." The Rat agreed.

"Now then, I believe we should find out where our dear mortals are vacationing." Lord Fear said as he quickly stepped onto the Doom Wagon and a second it was off the ground. "I believe the mortals have a saying. Bon Voyage, foolish sidekick!"

The Master of Fear cackled as he shot off into the sky.

Xxx

**Conestoga Hills  
>Airport<strong>

Mark and Simon were now at gate thirty eight, waiting for the plane to start taking passengers.

As they waited Simon was with a crossword puzzle on a newspaper he had found. "Hey Mark, what would a four letter word be for attempt to make someone laugh?"

"Um….Joke?" Mark offered.

"Hm! I think you're right!" Simon laughed as he wrote the word 'joke' down. "So the end of this word is 'e'!"

Mark smiled a bit as he tried to relax but was worried about how bad things could get without him around. Even if there wasn't a full gang of bad guys lurking in the Carnival that didn't mean Lord Fear wasn't a threat all on his own. Chuck had said Lord Fear was a lot stronger now thanks to defeating Kilobyte and wondered if Sparx could take on the skeleton overlord by herself.

"_Now boarding for passengers at Gate Thirty Eight._"

"That's us, my boy." Simon said as he stood up with a bag in one hand.

Mark quickly slipped his backpack on and followed his father into the line of passengers boarding the plane. As he and his father waited patiently in line a certain man in a dark coat and hat was a few people behind them, still shaking. That same man almost had a heart attack when he thought he saw a certain rat with wings floating behind a window, looking at him. He blinked and when he looked again the rat was gone.

Xxx

"I found them, boss!" Dirty Rat flew up to the top of the building that was part of the airport where Lord Fear was waiting on the Doom Wagon. "They're going onto that big white and blue plane." The Rat pointed down at the plane. "I saw them lining up to get on."

"Excellent work, my devious rodent. Now we'll simply follow them." Lord Fear chuckled as he stretched his neck out to get a better look.

"Uh, what if they're going somewhere far? I don't think I can follow a plane." The Rat nervously pointed out.

"Maybe we should just dump the Rat into the sea if he lags behind." Staff Head suggested.

"Now, now, I have a better idea." Lord Fear looked down at the plane, seeing the bottom of the plane open and mortals loading bags onto it. "We'll follow in the Doom Wagon and the Rat will sneak onto the plane."

"How do I do that, boss?" The Rat asked.

"By getting into the pile of bags and slipping onto the plane, imbecile. That way you'll be much closer to the teacher and Lightning's sidekick." Lord Fear answered.

"Oh boy." The Rat groaned, not liking this plan already.

"Now go and hurry before that plane takes off." Lord Fear demanded, glaring at the Rat until he flew down towards the plane. "And so it begins."

Xxx

**Airplane  
>Passenger Section<strong>

On the plane Mark and his father were sitting down nicely, with Mark's father on the right side of Mark. On the left side of Mark was a young sixteen year old girl with slightly pale skin, sandy blonde hair, lavender eyes, wearing a light green sweater, a dark blue dress shirt underneath the sweater, a black skirt and blue leggings sitting down next to Mark. She was reading a book that seemed to be about sorcery when she caught site of Mark and stared at him for some reason.

"You have an intense aura." She spoke up.

Mark looked over at the girl, looking confused. "Excuse me?"

"It is so full of energy and sparkling. It's almost like it's saying you have been touched by lightning and control it." The girl explained.

"Are…are you saying that I have an aura of lightning?" Mark slowly asked, trying not to act impolite with the girl.

"Yes. By the way, my name is Dawn." The girl offered her hand which Mark shook.

"Mark Hollander. So why are you heading to Paris?" Mark asked with a polite smile.

"I am finding myself attracted to the area there. I'm a bit of a self-teaching drifter, who is on a pilgrimage." Dawn answered.

"Well, I am joining my father on a business trip because he felt I needed a vacation. I mean, it's been a long year." Mark admitted.

"What happened?" Dawn asked, sounding curious.

"Well, a friend of mine found out he was working for some kind of cyber terrorist earlier this year and my science teacher has been condemned as a madman by the police so it's been a bit of a…stressful school year. To be honest I think he had a few problems before he started thinking aliens were here to probe his brain." Mark explained.

"How sad." Dawn commented. "Do you believe he can be cured of his madness?'

"Only if the aliens he's afraid of are captured on live television. Until then I think he's in desperate need of help."

Unknown to the two of them, Mark's former science teacher Dr. Horace Cheseborough was sitting on the other side of the plane but he could see Mark easily. 'Hollander! He's chasing me? Are the aliens after me? Why, oh why?!'

Mark continued talking with Dawn before spotting something outside the window which caused his eyes to widen as he spied a familiar object moving through the air towards the airport.

'Oh no. Not now.' Mark mentally groaned.

"Mark, is everything all right?" Dawn asked, sensing Mark's emotional state.

"Y-Yeah. Just something I forgot to take care of but can't right now." Mark quickly answered, hoping Sparx wouldn't be spotted.

Sparx was not as stealthy as Ace was at times.

Xxx

Sparx stopped when she thought she was close enough to the airport without being seen by anyone. "A lot of planes. I should have asked which one the kid was on."

Xxx

**Airplane  
>Cargo Hold<strong>

"Hide in the plane, he says. Why do I get the tough ones? Why couldn't I just sit on the Doom Wagon with LF and take it easy?" The Dirty Rat grumbled as he hid in the pile of bags that was slowly lifted up into the cargo bay of the plane. "Makes me almost miss Kilobyte."

He quickly ducked his head as the bottom of the plane closed up as all the bags were now loaded.

Xxx

"_Attention passengers, we'd like to inform that all luggage has been loaded onto the plane and we will begin preparations for takeoff. We'd like to remind that all electronics are to be turned off and seat belts securely fastened. And thank you for choosing this flight to Paris._"

Mark almost wondered if she would be saying that if a fight was about to break outside the plane. If Sparx was around then something was bound to happen. Any more thoughts were cut off as the plane started to move.

Xxx

"It's moving, your Lordship!" Staff Head exclaimed.

"Indeed. Time to move." Lord Fear chuckled as he propelled the Doom Wagon off the roof of the building and watched as the plane positioned itself and then took off into the air. "Look out, little sidekick. Your little vacation is going to have a few surprises."

With that said Lord Fear let out a cackle as the Doom Wagon took off after the plane. The Doom Wagon was just as fast as Ace Lightning was easily able to keep up with the plane as it climbed up the sky through the clouds to reach an appropriate height. Luckily for Mark a certain someone noticed Lord Fear chasing off after the plane.

"Bonehead?" Sparx gasped as she saw the Doom Wagon chasing after the plane. "Now he's shows up?! And he's going after Mark!" Sparx gripped the throttles of the Lightning Flash. "Not on my watch! Hang on kid!"

The Lightning Flash blasted through the sky, chasing after Lord Fear and the plane. If Mark thought his adventures were over he was wrong.

They were just beginning.

Xxx

**Sixth Dimension  
>Carnival of Doom<br>Circus Sector**

For a video game the Sixth Dimension was incredibly complex and home to over a thousand different creatures. The Carnival of Doom however was home to the craziest and most evil creatures in the game and unfortunately it recently fell under the control of Kilobyte. The crazed megalomaniac asserted his authority over the Carnival of Doom, brutally putting down anyone who spoke out against him but taking control of the Sixth Dimension was not Kilobyte's desire. He was only here because he had been betrayed by his most powerful minions who had teamed up with Ace Lightning to stop him on the eve of his victory.

Deprived of his victory Kilobyte turned to the only one who could break him out of this prison: his cowardly created, the Programmer.

Only for the mortal to somehow escape and with no one to help him escape it seemed Kilobyte was trapped in the Sixth Dimension forever. This loss left him angry and he took his anger out on the various clown monkeys in the carnival that had failed to effectively monitor the Programmer.

"It will not end like this. I will find a way to escape and return to the real world. And when I do they will all pay." Kilobyte spun when he heard something chirp behind him. "What…Is…It?!"

The bird chirped fearfully as it made its report.

Kilobyte stepped forward, stopping as he heard something surprising, even to him. "Ace Lightning? Here?"

Perhaps things were about to change for the better.

Xxx

Ace looked around, seeing that he was in the Circus sector where he fought Googler. "Okay. I just need to make it through here and then I can find Lady Illusion's place. That might be where she is."

"Is that why you've come?"

Ace jumped but readied himself as Kilobyte came out of the largest tent. "So, how did you get here? Did your cyborg fellow finally lose control of himself?"

"Random is my friend." Ace prepared to fire a lightning bolt as Kilobyte's tentacles extended from his back. "And you're not going leave this place as long as I have anything to say about it."

"But the same cannot be said for…Lady Illusion." Kilobyte smirked as he saw the angered look on Ace's face. "So, she's been sent here as well. And since you've come to save her you must have found a way to bring her back. After all, a Lightning Knight cannot bring her back with a piece of the Amulet."

Ace quickly fired a few lightning bolts but Kilobyte advanced forward, almost ignoring the lightning hitting his chest. He lashed out with his tentacles but Ace turned and started running, vanishing into the many large tents making up the Circus sector.

"At the first sign of adversity you run and hide. Your emotions still cloud your judgement and they provide with a possible way to escape." Kilobyte stated sinisterly. "Go and find your precious lady, Lightning. I'll allow you the chance to see her again and if I find out she betrayed me for you then it will be your final reunion." He stepped back into the shadows. "And my final triumph."

Xxx

Lord Fear may be intent on taking over the world but that didn't mean he couldn't enjoy himself with a few small comforts.

That included enjoying the feeling of flying through the air on his Doom Wagon and as right now he was enjoying himself immensely. The plane Ace Lightning's wretched little side kick was on was high in the sky, higher than any height the Doom Wagon had reached before but it didn't matter. He following the plane above the clouds and he was honestly engulfed in awe by the view. The endless blue sky and the blue clouds hovering above the mortal world with land as far as the eye could see.

A beauty Lord Fear did not think existed.

"What a magnificent view, my loyal totem. The mortal world is larger than I thought. Perhaps all the more sweeter when I crush it." Lord Fear commented as he looked at numerous clouds. "These mortals, they have no idea how insignificant they are."

"And how much you tower over them, my Lord." Staff Head commented.

"Indeed." Lord Fear chuckled as he brought the Doom Wagon closer to the plane. "How easy would it be. Just one shot to the wing and plane would spiral down out of control with its poor passengers to their doom. But fortunately I value being cunning and patient over simple minded and destructive. A quick and painless death in a crash is too good a death for the sidekick. It will be slow and painful once I've eliminated Ace Lightning once and for all." A purple bolt of lightning shot past the Doom Wagon, surprising its driver and causing him to spin around for a second. "What was-" Lord Fear's eyes widened as he spotted Sparx on the Lightning Flash chasing him and the plane. "So, I don't just get to destroy the sidekick but also another Lightning Knight!"

With that said the Doom Wagon spun around and Lord Fear fired an orange blast at Sparx who swerved out of the way. She returned fire but Lord Fear blocked her blast with his staff before firing another plasma beam. Sparx grunted as she dodged again and flew towards the Doom Wagon to get a better shot but Fear was too smart for that and pulled the Doom Wagon back.

"Not to interrupt you but what about the plane, your Lordship?" Staff Head asked. "It's getting away."

Lord Fear grunted as he looked over his shoulder and saw the plane was leaving them behind. "Indeed. We can't waste time playing. We'll finish her off later."

Lord Fear spun the Doom Wagon around and shot after the plane.

"Come back here!" Sparx shouted as she chased after them.

"Looks like we have a tailgater, your Lordliness!" Staff Head called out.

"Not for long." Lord Fear cackled as he drove the Doom Wagon under the plane and held his staff out at the right wing.

Sparx flew under the plane and was about to fire another lightning bolt when she saw Staff Head's orb glowing bright orange and pointed at the right wing.

"What's the matter, Sparxy? Aren't you going to blast my 'villain' butt?" Lord Fear cackled as the angered look on Sparx's face.

"You fire that shot and I take you out." Sparx snarled.

"True but if I fire you won't be able to safe all those mortals onboard. A single blast is all it takes to send the sidekick and the rest of the mortals onboard to their doom." Lord Fear countered with a smile. "So how about a deal?"

"A deal?" Sparx repeated slowly.

"There is someone on the plane whom I am in need of his service and your little mortal friend is in there as well. So I propose a small truce until we reach the destination." Lord Fear proposed. "What do you think? Provide a little escort?"

Sparx growled but lowered her sword. "I'll be watching you, Bonehead."

"Oh, how flattering." Lord Fear chuckled as he angled the Doom Wagon away from the Lightning Flash. "I'll take the right wing. BY the way, where is that costumed clod of a leader you follow?"

"Busy." Sparx grunted. There was no way she was going to let Lord Fear know that Ace was back in the Sixth Dimension.

"Too busy to rescue his sidekick? All though I suppose he can't risk flying this far out without draining himself of energy." Lord Fear commented.

Sparx growled at the annoying smirk on the old skeleton's face but didn't do anything, knowing it would endanger Mark and the rest of the passengers.

"A brilliant plan, your Mightiness. Now Sparx won't bother us for the entire flight." Staff Head commented once they were out of Sparx's hearing range.

"The game's only begun my, sturdy staff. Once we reach wherever these mortals are going we'll be able to take down both Sparx and the sidekick quickly. Though I am surprised that Lightning did not follow, regardless of risking losing his energy." Lord Fear commented thoughtfully.

"You think something happened to Lightning?" Staff Head asked.

"I suppose he could still be grieving the loss of the traitor, Lady Illusion or he's possibly searching for pieces of the Amulet. But I doubt he would allow himself to be distracted from protecting his dear pathetic friends. No, my loyal staff, Sparx is hiding something." Lord Fear glanced at Sparx who was glaring at him from the other end of the plane. "And there is no doubt in my mind that something as happened to our hero and she doesn't want us to know."

"So what do we do, my lord?" Staff Head wondered.

"Nothing for now. We will regain our full strength first before we return to finish Lightning off. Let Sparx keep her little secret." Lord Fear answered with a grin. "In the end it doesn't matter if she decides to tell me or not. I'll destroy her and Lightning all the same."

He would have laughed if not for the fact that he didn't want Sparx catching onto his little scheme, not yet.

Xxx

**Airplane  
>Cargo Hold<strong>

"Gah! It's so cold down here. Where's the heater?" Dirty Rat complained as he shoved a bag off him and looked down at the cargo area. "How come I'm stuck down here and all the mortals keep the heat upstairs? It's so unfair."

The Rat only hoped that the plain would land soon. It was crowded, stuffy, and he was seriously shivering from how cold it was down here. Honestly, the sooner the plane took off and landed the better.

Too bad no one ever told him the trip was expected to last over ten hours or that with the cargo hold on the bottom of the plane right next to the very large engines that it would likely cause him to go deaf because of his sensitive ears. The poor Rat would perhaps never look at an airplane again after he finally got out of this nightmare.

Xxx

**Paris  
>Abandoned Factory<strong>

Rick Hummel was honestly enjoying his return to the real world and it was better that he had left Kilobyte back in the Sixth Dimension. Now he had business to do:

1. Set up shop since his Fortress of Solitude was back in America

2. Regain control of the Sixth Dimension and Kilobyte

3. Defeat Ace Lightning

4. Help Lyon escape whatever prison he was

5. Then use Kilobyte to take over the world

6. Enjoy a nice cup of coffee after a long day's work

Since he was in an abandoned factory he knew he needed to find a place with advanced computer systems that he can use to connect with the Sixth Dimension.

'**Can you hear me?**'

Rick stopped when he thought he heard a voice. "Who said that?"

'**It's me, Lyon. I'm speaking to you through our connection. I take it your escape was a success and you are back in the real world?**'

"Yeah, I'm out and not a second too soon. But I need to access a supercomputer." Rick nodded.

'**Here's an address to a supercomputer you can access. It's in the mountains but your new status will allow you to make it quickly.**'

Rick received the address and wondered why someone would have a supercomputer all the way out there but paid it no mind. "How can I get out there?"

'**Allow me to help.**'

"What are you-AAHH!" Rick screamed his body turned into a black electric mist that flew out of the factory and towards the mountains.

It moved so fast that no noticed it.

Xxx

"He's new to this and he doesn't have the kind of mental protection that he'll need if XANA finds out what I'm up to and tries to take over." Lyon grunted as he directed to Rick to the Schaeffer home in the mountains.

He knew of the Schaeffer home in the mountains thanks to Nephilim planting a piece of himself in the Supercomputer in the abandoned factory when found Lyoko. It allowed Lyon to access any and all of Lyoko's history data and unclassified data. It would have been his next stop if the Lyoko Warriors and XANA hadn't foiled his plans and left him trapped in the same digital environment he used as Nephilim's birthing ground.

"I need to be careful about much energy I use. This would be easier if I direct to the studio but I can't afford to attract the attention of Schaeffer's brat yet."

Aelita and the Lyoko Warriors would be as much a problem as XANA due to the fact that Aelita tapped into the power of the Keys to Lyoko in her fight against Nephilim. That made Aelita as big a threat as XANA and therefore someone Lyon could not afford to underestimate.

"And then there's this Sixth Dimension this Rick Hummel has created. I never thought anyone outside of Project: Carthage could design a digital environment this complex and it's a game no less. I need to better understand this 'game' better if I want to escape." Lyon muttered with a smirk. "But with it I might be in a better position of power than when I was with Nephilim."

Things were finally looking up for him.

Xxx

Mark was having a hard time suppressing the uneasiness in his stomach as he looked out the window. When he saw Sparx watching him he was wondering if she was trying to tell him or something or was she just coming to see him off? As he looked out the window he spotted something under the wing leaned over to get a better look. He had to nearly bite his tongue when he saw it was Sparx under the wing, keeping pace with the plane on the Lightning Flash.

What in the bloody hell was Sparx doing?

Meanwhile on the other end of the plane former science teacher Horace Cheseburough was sleeping and letting out a small snore. Outside of his window a certain skeleton stretched his neck up past the wing and looked through the windows, easily spotting the science teacher and letting out a chuckle when he found his target. Cheseburough woke up with a yelp and looked out the window but Lord Fear had pulled his head back, leaving the paranoid man to look through the window for imaginary aliens.

"Hey, Bonehead! Keep your head to yourself!" Sparx called out.

"You dare to order his Lordliness?" Staff Head asked with a glare.

"It's all right, my loyal staff. I was just taking a peek." Lord Fear said with a chuckle. "No need to become violent, my dear."

"Hmph!" Sparx grunted and glared at the skeleton.

"Old Sparxy doesn't seem to trusting my Lord. How rude." Staff Head commented.

"It's all right. Now that we know where the teacher is we can keep track of him when the plane lands." Lord Fear replied.

"Just how long before the plane lands?" Staff Head asked impatiently. "It's been flying for what feels like hours."

"That does not matter. We will wait as long as we must. The fact that's taking so long has shown that the sidekick is not taking any chances in hiding the teacher from me." Lord Fear answered. "Always remember my loyal totem; good things come to those who wait."

"Wait to get your bony butt kicked." Sparx muttered but like Staff Head wondered how long before the plan actually lands.

Just how long have they been up in the air anyways? Sparx can't honestly remember riding the Lightning Flash this long and she was lucky she didn't have to recharge it. Looking down at the clouds below them Sparx realized the mortal world was larger than she realized. She knew it was big but she hadn't considered it was _this_ big.

She remembered Mark leaving Conestoga Hills to spend a vacation in a place called England after Lord Fear and his gang had been defeated the first time and wondered if it had been as long as this. Sparx made a note to ask Mark how long these plane trips usually last if and when she saw him on solid ground again.

She likes flying but this is ridiculous.

Meanwhile back on the plane Mark and his father were sitting down nicely

Xxx

**France  
>Outskirts of Paris<strong>

The black mist that was Rick Hummel landed in front of abandoned house in the mountains and solidified itself back into Rick's human form.

"Wh-What was that?!" Rick looked down at himself.

'**I told you, combining your program has made you mass of data and electricity meaning you can change your form.**'

"So I'm like Lightning and the characters?" Rick asked. "This is not what I wanted."

'**Well it was the only way that would have helped you escape so deal with it. Now go inside the house and find a cellar to the basement lab. It's in the living room.**'

Rick grumbled as he walked into the house and followed Lyon's directions. He found the living room and lifted a carpet, finding a small hole in the floor. Placing his index finger into the hole he lifted the cellar up, revealing a set of stairs. Rick walked down the stairs and found a metallic vault-like door at the bottom.

"I need a combination." Rick spoke out loud as he tapped a key and the screen lit up.

'**Type in 'Renaissance'.**'

Rick typed in the code and the screen lit up. "_Good day, Professor and guests._"

The slid open allowing Rick to enter, only come face to face with a smaller door. A light ran over him before the computer voice spoke again. "_Decontaminants removed, access to main labs granted._"

The door opened, revealing a large circular room with sterile silver colored walls and floor, computer screens lining the walls and in the center was a 3-D looking map projected like a holograph. The map was a shape made up of varying segments connected to a glowing sphere in the center. An advanced looking computer and chair was attached to the holo-map.

"What is this place?" Rick looked around in awe.

'**A colleague's private lab. I'm sure it will do.**'

"It's perfect." Rick smiled as he sat down. "I can retake control of the Sixth Dimension and Kilobyte from here."

'**Glad to see it meets your expectations.**'

"Oh yes, it's time to show Kilobyte who the Master really is." Rick smiled as he opened his account that the Sixth Dimension was connected to.

The Master Programmer was back in his element and ready to take back what is his.

Xxx

**Sixth Dimension  
>Googler's Big Top<strong>

Kilobyte was sitting in the center of the large circus tent, his eyes closed as he contemplated his next move. With Ace Lightning looking for Lady Illusion he knew it was likely that Ace had an escape plan to return to the mortal world. Though he knew emotions was a weakness that can be exploited he also understood it was the so called emotion that allowed Lady Illusion to rebel against Lord Fear and apparently himself. If so then she was disposable once her usefulness to him has ended.

A zombie slowly lurched towards him but he ignored it until it spoke. "Hello Kilobyte. Remember me?"

Kilobyte glanced at the zombie and noticed a glazed look in its eyes and knew it was not in control of itself.

He knew who was on control.

"Programmer."

"Yes and I'm taking control again. You have two choices: surrender and work for me again or risk being deleted as I take control by force."

Kilobyte laughed as he stood up. "Return to a life of slavery and imprisonment? Only a fool would make that choice but here's my offer, Programmer: work for me or die."

The zombie laughed. "You may have been in control up to now Kilobyte but the Sixth Dimension has always been mine. I know each corner and each character like back of my hand. And now that I'm free and back in control you can't stop me."

"And you think one zombie is a match for me?" Kilobyte asked amusedly.

The zombie grinned as more of its kind slowly lurched into the circus tent. "No matter how powerful you are, Kilobyte you're just one in a million denizens I can control."

Kilobyte scowled his tentacles sprouted from his back. "I will fight to the death before I am used as a puppet again."

With that said he slapped aside several zombies and ran towards the exit. He'd fight better out in the open with more room instead of being cramped in the circus tent.

Xxx

Rick laughed as he watched Kilobyte run. "Not so much now is it, Kilobyte? You're lucky I can't put you back in your digital prison yet but I'm working on it."

Too bad all his important disks and programs were back in his Fortress of Solitude back in America but he was sure he could access his files from here and copy or recreate them all but that could wait. He was too busy enjoying watching Kilobyte run from his controlled minions to bother with such trivial pursuits. With the Sixth Dimension fully back under his control he could set up a way to rescue Lyon and then get back to work on proving his programming genius.

"What was it you said before Kilobyte? Never say never." Rick chuckled. "Well, the shoe's on the other foot now isn't it?"

Xxx

**Location Unknown**

Lyon may have thought he was subtle enough to keep his activities from being noticed but XANA had sensed the lab in the mountains, the one built under the original home of his creators being activated and he followed the data trail to see what it was being used for.

"Another digital plane of existence much like Lyoko. I should be insulted that a human created it as a mere game but I suppose I can let it slide considering the potential I see here." XANA remarked as he watched Rick taking control by hacking the data of various digital denizens. "This could work to my advantage."

With but a mere thought XANA reached to the connection Rick had forged between the Super Calculator and his Sixth Dimension, easily piggy backing the signal to forge a connection of his own even though he could not control the Sixth Dimension like he could with Lyoko. Luckily he would not need to control it, just extend a helping hand.

Xxx

Kilobyte was surrounded by a hoard of zombie mutants that slowly limped towards him. He narrowed his eyes as his tentacles sprouted from his back, ready to attack anything that was within his reach. He would not let his cowardly creator control him again.

"It's over, Kilobyte. I am in control now." The zombie from before laughed.

"We'll see." Kilobyte said darkly.

Just as the zombies moved to attack a barrage of lasers rained down from above, blasting them to pieces.

"What?!" The zombie from before looked up as a laser shot its head off.

Kilobyte looked up to see a hoard of strange hornet like creatures shooting down at the zombies, forming a protective circle around him. He did not know where these creatures came from but did not do anything as they were obviously protecting him from the Programmer's pawns.

Xxx

"What's happening?!" Rick exclaimed as he tried to take control of the Hornets but couldn't for some reason. An exclamation symbol appeared on the screen and the data on the Hornets indicated they were being controlled by an outside source. "Who could hack the Sixth Dimension?"

Another alarm appeared on the computer as it showed his connection to the Sixth Dimension being severed.

"NO! NO! NO!" Rick screamed.

Kilobyte was still out there and he'd take over the Sixth Dimension and if he found a way back to Earth Rick would be in bigger trouble. He needed to gather all the recourses and codes he could find to get ready.

He would not let Kilobyte get him again.

Xxx

Kilobyte watched as the Hornets disposed of what was left of the zombies before circling around him. "You are obviously not from here. What are you?"

"They are with me." A voice from one of the Hornets answered, causing Kilobyte to look at it before another spoke. "I sent them because it was obvious that human was trying to take control of this world, using resources that belong to me to do it."

"And you are?" Kilobyte raised an eyebrow.

"I am XANA and I'd like to discuss…a business proposal." The Hornet floating behind him answered. "According to the records in that humans account your designation is Kilobyte: The Cyber Stalker. Abilities: enhanced strength, tentacles that are capable of absorbing energy from any source, upgrading character's data, and even mutate organic creatures that are infected with your data. Impressive resume."

"Glad you think so but you still haven't told me what you want. What are you?" Kilobyte asked as his tentacles sprouted from his back. "You are obviously not from this world. Are you another mortal attempting to take control? If you are you will be disappointed as this world is mine and I will never bow to any mortal."

"I told you, I am XANA. But if you want a better idea of what I am then simply touch the symbol on my creatures." XANA answered as a Hornet hovered in front of Kilobyte. "A quick transfer of data will show and reveal everything."

The Cyber Stalker glared darkly at the Hornet but reached out with his tentacle and touched the symbol on the Hornet's head. A quick burst of data traveled from the Hornet, through the tentacle and Kilobyte instantly knew…_everything._

_Project: Carthage_

_Waldo Schaeffer and his wife_

_Super-Calculator_

_Lyoko_

_Scanners_

_Towers_

_Humans gaining digital avatars as they are somehow digitized into this other world with weapons and powers beyond any mortal_

_Return to the Past_

_Aelita Schaeffer_

_The Lyoko Warriors- Past and Present_

_The Digital Sea_

_World Wide Network_

_Different levels of Cyberspace_

_XANA_

All this information was instantly uploaded into Kilobyte's mind, showing and telling him everything he needed to know.

"Now there is the matter of my proposal." XANA spoke once Kilobyte pulled his tentacle back from the Hornet.

Kilobyte opened his eyes and grinned darkly. "I'm listening."

Xxx

**High Above Paris**

It was now nightfall in the city of Paris and its light highlighted the night sky of France as the plane from Conestoga Hills began its final approach.

"Finally." Sparx breathed a sigh of relief as the plane began its descent and looked down at the city. It had been over ten Earth hours since this whole flight had begun and now the plane was slowly starting to descent. Taking a look down she was greeted with what almost could be described as an endless sea of lights of a mortal city almost as large as a metropolis in the Sixth Dimension. "Wow, it's bigger than Mark's town."

Sparx was not the only one impressed as Lord Fear and Staff Head were observing the city with interest in their eyes.

"My, my, it's a bright city, My Lord." Staff Head commented with a look of awe on its frog-like face. "So big and bright. Much bigger than the mortal town we came from."

"Indeed, my steady staff. No doubt the sidekick's attempting to hide the teacher in a city as large as this. A cunning plan, but I anticipated his attempt. Now then…" Lord Fear watched as the plane began its slow descent. "I think I'm going to enjoy this vacation."

Sparx cast a wary glance at Lord Fear as the walking skeleton pulled the Doom Wagon back and slowed down. "What's he up to?"

As much as she'd like to take the fight to him she couldn't risk fighting him as they might be seen by someone. A city like this is too big for an air brawl. No, the best thing she could do was make sure the plane landed safely and find Mark to fill him in on the situation.

Xxx

**Airplane  
>Passenger Section<strong>

"_Ladies and Gentlemen we are making our final approach to Paris. At this time we would all passengers to return to their seats, fasten their seat belts and turn off all electronic devices. At this time we would like to welcome you all to Paris and thank you again for choosing our flight and hope you enjoy your time here._"

"Well, you heard the lady, Mark." Simon said with a smile. ""I just know we're going to have nice week up here."

"Yeah, dad. I'm pretty sure too." Mark nodded, trying to make sure he didn't look as edgy as he felt. "I think we'll have a good time."

He looked out the window and saw Sparx in the distance. He better talk with her as soon as possible and find out why she followed him all the way to France. If she was following him all the way like this than it had to be serious.

Xxx

**Airplane  
>Cargo Hold<strong>

"We're finally landing! It's about time!" Down in the cargo hold the Dirty Rat was beyond happy to hear the plane was beginning to land. "Ten whole hours down here and not a single speck of cheese to show for it! How do the mortals handle this?!"

Ten hours on this airplane and honestly the Dirty Rat contemplated never stepping off the ground, even to use his wings, ever again. He was cramped by all the luggage here, he was shivering from how cold the cargo hold had been, and the sound of the engines had been murder on his poor sensitive ears. All in all, it had not been a very nice experience for the Rat who just had his very first flight on a plane in the real world.

And it wasn't over yet.

The plane was finally descending down to the ramp, deploying its wheels and touched the ground. The moment they did the Rat was sent flying across the cargo hold. He screamed as he hit the wall and fell down as the wheels worked on slowing the plane down. A suitcase fell on the Rat causing him to cry and groan out as he pushed the suitcase off his head.

Xxx

"You hear something?" A stewardess asked, buckled down with her fellow waiters, thinking she heard someone shout.

"No." A steward shook his head. "Why? You hear something?"

"I thought I did." The stewardess shrugged.

Xxx

"They've landed." Staff Head commented as Lord Fear brought the Doom Wagon above the airport, watching as the plan moved to park itself along the other planes. "Now what, your great Malevolence?"

"We wait and watch as the mortals disembark from the plane. The teacher is no doubt there." Fear stated, looking at Sparx who was hovering above the airport with him. "I'd try to get a closer look but I can't risk a fight with her at this time. Luckily we have an inside source…or should I say Rat?" Fear finished his rhetorical question with a chuckle.

In the meantime Sparx was carefully watching Fear on his Doom Wagon, making sure he didn't do anything. "Oh boy, I'm going to need a long nap after this."

Xxx

"Ohhhhhhhhhh…..All the cheese in the mortal world is not worth this agony." The Rat moaned as the plane finally slowed down. "I just wanna go home now."

Unfortunately for the Rat even if he had the choice to go home he wouldn't be able to. For as of this moment, he along with Lord Fear and Sparx were now all the way in Paris.

The Master of Terror and the partner to the leader of the Lightning Knights had arrived in France.

Xxx

**Merry Christmas to all who read and review!**


	3. Chapter 3

**Disclaimer: I don't own anything belonging to Code: Lyoko, Total Drama, or Ace Lightning. Code Lyoko is property of Moonscoop, Ace Lightning is owned by BBC and Alliance Atlantis, and Total Drama is the property of Fresh TV.**

Xxx

**Tourist's First Day**

"_Hey, Pete. I bet you thought I wouldn't have to worry about anything related to the game or Ace Lightning. Well, Sparx followed me all the way to France and I mean she literally followed me all the way to France on the Lightning Flash. I don't have all the facts yet but if she followed me all the way here she'd have a very good reason. I just hope whatever it is; it doesn't cause a whole lot of trouble. Paris is a lot bigger than Conestoga Hills and it'll be harder for Sparx to move around with someone seeing her and using their cell phones to post her all over YouTube._"

Xxx

**Lyoko  
>Swamp Sector<strong>

If Mark thought his day couldn't get any crazier he would soon find out he was wrong, very wrong.

For at this very moment in a digital world different than the Sixth Dimension a single white cylinder shaped tower started to glow red. A digital menace, just as dangerous as Kilobyte and Lord Fear was on the move and it would be the start of the next greatest conflict between the forces of good and evil.

Only it might not be limited to the digital frontier or a carnival.

Xxx

**Kadic Academy  
>Library<strong>

BEEP!

BEEP!

BEEP!

Aelita put down the book she was reading on the table she was sitting at and slipped her laptop out of her backpack when she heard a familiar beeping sound. Opening her laptop she watched as the screen lit up and showed a tower glowing red. Knowing what to do she pulled out her cell phone and sent a single text message to several cell phones.

Xxx

**Across the city  
>Total Drama Studio<strong>

Across the city at a large building complex several young adults heard their phones vibrate and checked them, seeing the same message.

**S.O.S**

**XANA**

"Oh boy."

"Here we go again."

"Not even half a week since the last one."

"Yay! We get to battle monsters!"

"We better move."

"Got to go!"

"No time like the present dudes!"

"Not cool!"

"Was looking to lay some smack down on some XANA and his goons anyways!"

"Let's hurry before something bad happens!"

The very moment they saw the message they were off, running out of the building that was actually a studio and temporary place of living for them until they were finished a certain contest in this country. Whoever won the contest would win over a million dollars but they were secretly part of a team that protected the world from an evil digital intelligence that sought its destruction. And they did it by helping the one person that could stop this evil by traveling with her to another world to battle intelligence in its domain.

"So what do you think XANA's doing now?"

"Don't know; don't want to know, Izzy."

"Aw come on! It helps if you know what kind of attack it is!"

"We'll probably find out soon enough."

Xxx

"What's going on?" Rick asked as the computer in front of him started beeping. "Lyon, what's going on?"

'**Let's just say that like you I have something like Kilobyte that is out of control and it's on the move as we speak.**'

"Something like Kilobyte?!" Rick exclaimed, shocked that something like his monstrous creation was on the loose. "You made this?!"

'**No but I know who did. And don't worry, from the looks of it he doesn't know about us so we are safe.**'

"Who's he?"

'**XANA.**'

Xxx

**Factory**

**(XANA Attack Theme)**

Electricity traveled through the power lines around the abandoned factory where the supercomputer resided and intensified as more electricity gathered around the power lines. Finally when it reached its limit the electricity blasted the ground in front of the factory creating what looked like a giant wormhole and out of that wormhole a swarm of Hornets that flew up into the sky.

Xxx

**Paris  
>Airport<strong>

"Hm? Look, your Lordship. Something's happening with the city!" Staff Head exclaimed.

"Huh?" Lord Fear turned his head and watched as the many lights in Paris flickered on and off. "Seems to be a power fluctuation."

The airport was soon affected by the power drain as the lights and all electronic equipment flickered on and off.

"Huh? What the-GAH!" Sparx yelped as a laser flew past her head.

"Hm-AAH!" Lord Fear shouted as a laser hit one of the engines on the Doom Wagon, sending it spiraling through the air.

Sparx looked to where the laser came from and gasped in shock upon seeing over sixty large insect like creatures flying towards her. "What in the Sixth Dimension-" Another laser shot at her which she barely managed to dodge. "Okay, you creeps, you want a piece of me? Fine!"

Gripping the throttle of the Lightning Flash with one hand Sparx pulled out her Sword of Jacob as she flew at the swarm of Hornets with a loud shout and fired a purple lightning bolt that struck the lead Hornet, vaporizing it instantly. The swarm then split up with half of it going after Sparx while the other half flew in the direction of the Doom Wagon. Sparx grunted as she lightning at the swarm with her sword but there were too many and a single hit on the Lightning Flash sent it spinning down to the ground, forcing Sparx to jump.

She landed on her feet with a loud grunt and looked up to see the swarm braking apart and surround her. One fired a laser but Sparx spun out of the way, firing a bolt of lightning that destroyed the Hornet that attacked and took off running. Sparx may like to fight but even she knew when to retreat from a losing battle.

In meantime Lord Fear finally managed to steady the Doom Wagon and watched as the swarm of Hornets split up, one half attacking Sparx while the other half was heading towards him.

"Looks like we attracted some nasty bugs, my Lord?" Staff Head asked.

"Then we'll just have to exterminate a few, my deadly staff." Lord Fear pointed his staff at the approaching swarm as the crystal orb glowed bright orange. "Blast some sense into these overgrown bees!"

Staff Head fired a bright orange beam that blasted several Hornets on contact but the swarm was too numerous and split apart, surrounding the Doom Wagon. Fear resorted to blasting them one at a time but the a few Hornets managed to hit the Doom Wagon's engines against, knocking it out of the way and knocking Lord Fear and his Staff off. The Master of Terror yelled as he onto the pavement off the airport and groaned as a cracking sounds were heard as he climbed back up to his feet.

"The first time I come here and I'm instantly attacked. Someone's on to us, my Loyal Staff." Lord Fear growled as he looked up at the Hornets floated above him.

"Could it have been Lightning? It would be so like him to send a few bugs to do his dirty work?" Staff Head asked.

"No, this is not his style. He wouldn't send these…creatures to attack." Lord Fear quickly blocked a laser with his staff. "But they will not get away with ambushing me like this. Take that!" Fear fired another blast that took out another Hornet but several more fired and knocked Fear down.

"Perhaps a retreat is in order, your Lordship." Staff Head advised.

"These mortals…will pay for this humiliation." Fear growled as he turned around and started running with the Hornets chasing after him.

As this happened a shell shocked Mark Hollander watched from his window seat, rendered speechless by the appearance of strange hornet like monsters attacking Sparx and _Lord Fear_. What was Fear doing here in France with Sparx? Did he follow the plane here too? And where did the monsters come from?

So much a week without anything regarding Ace Lightning happening.

Xxx

**Abandoned Factory  
>Lab<strong>

Aelita was already seated at the computer, studying the tower's location and looking through news reports on what disaster could be happening. The elevator door opened up and Aelita smiled when she saw the rest of the team walk into the lab. "Hey, everyone. You made it."

"We didn't have any trouble, girl." LeShawna answered as she walked over to the pink haired girl. "But we did see the power flickering on and off."

"Power flickering? Then perhaps XANA is trying to steal the city's power for something." Aelita remarked with a concerned look on her face. "The fact that we made it all the way here while a tower is active is a little strange."

"Maybe XANA's slipping." Geoff offered.

"Possible but unlikely. The chance is that XANA is trying to store energy for some kind of plan." Aelita shook her head. "We'll work on what XANA's doing later. We have a tower to deactivate."

"I'm on it." Noah walked over the computer and sat down. "I'll get things set up here and monitor for anything strange."

"Thanks, Noah." Aelita and the others were already in the elevator. "Next stop, the Swamp Sector."

"Awesome! I can turn into a gator and eat anything I see." Izzy grinned eagerly, causing everyone else to take a step away from her.

"I think I'll actually stay on the land." Bridgette stated.

The elevator door closed and took everyone down to the scanner room.

"All right, back to Lyoko we go." Noah activated the virtualization sequence.

**(Code Lyoko theme)**

"Transfer Aelita."

"Transfer Gwen."

"Scanner Aelita."

"Scanner Gwen."

"Scanner DJ."

"Virtualization!"

Three down, six to go.

"Transfer Heather."

"Transfer Trent."

"Transfer Cody."

"Scanner Heather."

"Scanner Trent."

"Scanner Cody."

"Virtualization!"

Six down, three to go.

"Transfer Geoff."

"Transfer Bridgette."

"Transfer Izzy."

"Scanner Geoff."

"Scanner Bridgette."

"Scanner Izzy."

"Virtualization!"

And they were off to another battle in the digital world they come to know as Lyoko.

Xxx

To be honest Sparx was little excited to be fighting after spending ten long hours in the air following the plane Mark was on to this city. She had no idea where the Hornets came from and she was too busy running for her life to have such questions running through her head. She jumped, ducked, spun, and rolled out of the way of the lasers raining down on her as best as she could but she still took a few hits that thankfully didn't blast her back to the Sixth Dimension. She fired a few lightning bolts over her shoulder with her sword as she ran to take over behind a truck.

"This is not good…" Sparx was panting. The flight along with the few laser shots had taken a lot out of here and she needed to find a way to recharge and fast.

The Hornets slowly approached the truck, firing a few shots but the truck remained mostly intact. Sparx gritted her teeth as she realized she was in big trouble. Not far away Lord Fear was having similar trouble as he ran from the swarm chasing after him with Staff Head firing off a few blasts whenever he had the chance.

"This is annoying. Where did these things come from?" Fear grunted as he continued running. He spotted Sparx pinned down by the other swarm and though he was tempted to leave her to her fate he knew that if he was alone the entire swarm would gang up on him. "Perhaps the enemy of my enemy is my friend."

Sparx grunted as she ducked under another laser and looked up to see three Hornets hovering above her. "You want me?" She held up her sword. "Come and get me!"

Before they could fire an orange energy blast shot out and the middle Hornet, blasting it and knocked the other two back.

Sparx looked to where the energy blast had come from and spotted Lord Fear running towards her. "You saved me?"

"It's both our skins, Sparxy. I think a little cooperation is warranted." Lord Fear retorted.

Sparx looked up and saw the swarm behind Fear moving to attack. Acting on instinct she fired a lightning bolt from her sword that took out a few Hornets while Lord Fear fired on the Hornets preparing to attack Sparx.

"So, you save me I save you?" Sparx asked as she and Lord Fear stood back to back.

"For now." Lord Fear answered.

"Fine." With that said Sparx and Lord Fear attacked the swarms surrounding them, causing the Hornets to scatter to avoid getting easily picked off.

The Hornets moved around in a circle, attacking the two one at a time. They managed to block or dodge a few laser shots and fire back but the swarm was slowly wearing them down. They wouldn't last long like this.

Xxx

"Not much of a change since the last time we were here." Bridgette commented once everyone was gathered in the Swamp Sector.

"Noah, we're all here. You located the tower?" Gwen asked out loud.

"_Thirty Degrees North East._" Noah answered.

"Good. Unfortunately the Swamp is not ideal for the vehicles so we're stuck on foot." Aelita announced.

"That's okay. I could use the exercise anyways. Haven't been able to stretch my legs on Lyoko for some time now." Geoff stretched his legs. "I feel like a couch potato for sitting out on all the recent fights, including that fight with Shadow, the whole travel through the World Wide Web to save an entire universe and then when Nephilim first reared his ugly head."

"Yeah well after all that I could use a vacation." Heather said as they started sprinting through the tall grass.

"You're not alone on that subject, Heather." Gwen commented. "Take it from me, Geoff, you start to feel really tired of going through all that."

"Well we're here now, girl so you don't have to shoulder the entire load alone anymore." LeShawna said with a reassuring smile. "With us back we can take down anything XANA sends our way."

"Speaking of which, Noah are there any monsters or generals waiting for us?" Bridgette asked.

"_That's the odd thing, there's nothing at the tower._"

"Nothing? Not even anything strange looking?" Cody asked.

"Could be a trap waiting to be sprung when we get there." LeShawna gripped her hammer. "I'm ready for it."

Aelita pushed the tall bushes away and spotted the activated tower sitting in a clearing, surrounded by tall grass. "The tower's right."

"Let's play it smart." LeShawna stepped out with her hammer clutched in both hands.

The rest of the group following LeShawna's actions, stepping out of the bushes with their weapons out and warily looking around for any sign of an attack.

Izzy changed into a tiger and started sniffing the ground and then the air. "It's quiet…maybe too quiet."

"Thanks for stating the obvious." Heather muttered.

"I'm really nervous. There should be a general here by now or gigantic monster jumping out to attack us." Bridgette stated.

"I'm ready for it." Geoff clutched both chakrams.

"They might be waiting for me to enter the tower. Cover me." Aelita whispered as she crept forward with Cody right behind her.

Walking slowly towards the tower Aelita looked left and right while Cody pointed his pistols in almost every direction.

"This is not normal, even by XANA's standards." Cody commented. "No one's around. Where's the giant monster and gang of generals waiting to attack us?"

"No signs of an enemy. No generals or monsters guarding the tower." Aelita remarked.

"That doesn't make sense. Even if XANA can't bring a full cavalry in there ought to be a few generals." LeShawna said. "It makes no sense."

"Whether it makes any sense or not I have to deactivate the tower." Aelita stated as she walked forward.

Everyone watched as Aelita walked into the tower.

Xxx

Sparx fell to one foot as another laser hit her in the shoulder. She and Lord Fear had taken over fifteen Hornets but there were still too many. Lord Fear himself was not down any better as he staggered from a hit to the chest.

"I refuse to end like this." Fear growled as he blasted another Hornet. He would have fired another blast but two more Hornets shot him in the back, forcing him onto his knees. "GAH!"

"Your Lordship!" Staff Head cried out.

Sparx panted as her imaged became fuzzy. "Could really use you here…Ace."

Xxx

Aelita walked to the center of the platform as it lit up and flew up to the second platform.

Xxx

The Hornets surrounded Sparx and Lord Fear, charging their lasers.

Xxx

Aelita landed on the upper platform and walked over the interface.

Xxx

"It looks like its end, bonehead." Sparx remarked with a sad smile. "I'll see you in the next dimension."

Lord Fear groaned. "Where is that costumed clod hero, anyways?"

"Waiting for us in the Sixth Dimension." Sparx sadly answered.

Xxx

Aelita placed her hand on the interface.

**Aelita**

Xxx

The Hornets prepared to fire.

Xxx

**Code: Lyoko**

Xxx

Suddenly the Hornets froze and then disappeared, leaving a shocked and speechless Sparx and Lord Fear confused but happy to be alive.

"O-kay." Sparx slowly said. "Did we win?"

"It appears so." Lord Fear commented.

Xxx

Noah hit the key. "Return to the Past now."

Xxx

The world was engulfed in a sphere of white light, rewinding it all back through time.

Xxx

**Sixth Dimension  
>Googler's Big Top<strong>

"So, has my demonstration met with your approval?"

"It is…interesting." Kilobyte remarked, having watched the entire spectacle through a floating screen that XANA provided him. "To think mortals were capable of creating such technology. I never considered such advanced technology being created, even if it is a mortal that created this entire world and myself included."

He had watched as XANA had literally materialize Hornets into the real world, having them attack Lord Fear and Sparx who for some reason were in the country of the mortal world called France while a group of mortals were digitized through scanning devices into the digital world known as Lyoko, given weapons and powers that were on par with Lightning Knights and other denizens of the Sixth Dimension. And then when the pink haired female deactivated the tower the supercomputer released some sort of energy wave that somehow reversed time itself to before the attack started without the attack happening again. Despite the fact that he was created by a mortal he did not believe any of the other mortals were capable of creating such a dimension aside from his own. It was now obvious that Lyoko, despite being somewhat plain, had as much if not more potential than the Sixth Dimension and the being known as XANA was as dangerous and powerful as he was. While Kilobyte would be against allying with a power that could be a potential danger to him the opportunity of a chance to escape the Sixth Dimension with new powers was too great a chance for him to pass up.

So in the interest of continuing his plans he was at the very least open to listening to what this XANA had to offer him.

"I thought the same when I discovered this world by piggy backing on the signal used to control those poorly designed digital constructs that attacked you." XANA replied through one of his Hornets. "Regardless, I demonstrated my abilities and if you had wished I could have eliminated those two quickly."

"Perhaps but they are more useful to me alive for now. And the mortals you face, they gain powers when they enter your dimension." Kilobyte commented.

"The system was designed to give humans avatars with weapons and powers to defend themselves based on their mental profile. It was not necessary to send out any of my creations to delay them due to the fact that it was all a demonstration." XANA continued.

"You mentioned a business proposal." Kilobyte recalled.

"I presume you see to establish yourself as the dominate force of the human world and subdue its population." XANA assumed and Kilobyte nodded. "And you are having difficulties due to the efforts of an outside group."

"Just like you. I see the similarities." Kilobyte said with an amused look on his face. "Are you suggesting…a partnership?"

"If we were capable of achieving our objectives we would have done so by now. We both have recourses that could be pooled together and since our enemies are now located in the same city it is logical to share…valuable intelligence." XANA explained. "It is logical to presume your enemy is working to destroy you or ensure you are not a threat by keeping you trapped here."

"And I assume your enemy is attempting to do the same to you." Kilobyte retorted, looking at the Hornets. "What do you suggest?"

"A sharing of resources will allow us the advantage and give us the opportunity to disrupt our enemy's plans. So, do we have an accord?" XANA questioned.

"It would be wise for the hunter to team up with another hunter when faced with multiple predators. Though I am cautious as we have just met." Kilobyte remarked, even a grin appeared on his face. "We need to discuss the terms of our…partnership."

"Then let us discuss the terms." XANA sounded pleased.

The two super powered digital beings began discussing the terms of their agreement and plan to destroy the human world.

Xxx

**Former Schaeffer Residence  
>Rick's New 'Fortress of Solitude'<strong>

"What was that flash of light just now?" Rick asked out loud.

"**The Return to the Past program was activated, meaning that XANA's attack must have been enough to cause chaos throughout the entire city.**" Lyon answered.

"Return to the Past program? That's impossible! You can't travel back in time!" Rick exclaimed.

"**And yet you created a program that could bring characters from a video game to life.**" Lyon dryly pointed out.

"And how is time travel possible?"

"**Through the use of a quantum computer.**"

"What?"

"**A quantum computer, capable of running numerous calculations at a level no human mind could hope to compete with. Time Travel was thought to be impossible until the very first ever made quantum computer was discovered to be creating a powerful energy wave that literally allowed anyone to go back in time.**"

"How can a computer that advanced exist without anyone knowing?" Rick was having trouble wrapping his mind around the very idea of it.

"**The sheer complexity that a quantum computer is capable of is still a mystery but it was soon realized that not only could it send someone back in time but they energy released also double the computer's processing power. What my colleague didn't intend was for a special program he created to become sentient from the return trips. He forced this program to evolve, solving the most complicated equations, not realizing he was forcing it into sentience.**"

"This XANA you mentioned?"

"**A multi-agent system, a program capable of multi-tasking to a level it's possible that it could run an entire city. XANA gained sentience and now he's turned on his creators, becoming a threat to the entire planet.**"

"And I thought I had issues with Kilobyte…If XANA was the one who saved Kilobyte then why?"

"**Perhaps because XANA might have found himself…an ally. From what I have seen this Kilobyte has similar abilities to XANA, able to affect the real world in ways that no other program is capable of.**"

"Yeah, I modified Kilobyte to be able to absorb energy, upgrade anyone he chooses, and he can even mutate anyone who takes on his powers." Rick nodded.

"**Then XANA will have found a way to affect the real world without being limited. That is no doubt the reason he sought Kilobyte out.**"

"What do we do?"

"**We must pool our own resources together and stop them before they become too powerful.**"

Xxx

**Airplane  
>Cargo Hold<strong>

"GAH!" The Rat jumped as he saw the bottom door of the cargo hold and spotted mortals coming up to take the bags.

He quickly hid and watched as they took the bags off and loaded them onto a ramp that loaded drove off and took them into the airport. The Rat slowly crept forward, making sure to avoid being seen and slipped onto the luggage that was being taken into the airport.

"I better find a lot of cheese after this."

Xxx

**France International Airport**

"We're here, Mark old boy. Now why don't you stay with the bags while I g and get our luggage?" Simon asked once he and Mark left the Terminal.

"Sure." Mark nodded, planning to take advantage of his moment alone.

Simon smiled as he walked off to find the luggage and when he was gone Mark pulled out his phone and dialed a certain number. He listened to it ring before the person finally answered. "_Yo kid, it's about time you called._"

"Sparx, what are you doing here? I saw you just as the plane landed." Mark said, keeping a wary eye out.

"_It's not like I planned to follow you around the world. Ten whole hours watching this plan with only a certain bone-man for company._" Sparx retorted.

"You mean Lord Fear? He's here too?" Mark asked, now sounding more worried.

"_Yeah, I came to the other airport to see you off but I spotted bonehead following you and I followed him. We've been watching each other since we left town and to be honest I think he's looking for someone._"

"It can't be me. I don't have a piece of the Amulet." Mark looked around, now feeling the familiar paranoia that he usually felt back in Conestoga Hills. "Why would Lord Fear come all the way here?"

"_I have no idea, kid but it's been a long ride and I'd like nothing more than to power down for a bit. I've never rode that long before and if we're lucky bonehead will be just as tired. You know a place I can power down for a bit?_"

"Sorry Sparx, this is my first time in France too. You might be on your own until my dad and I settle in." Mark said apologetically.

"_I figured as much. Just keep an eye out for Fear, kid. He wouldn't have taken trip all the way here just to relax on the beach._"

"I got it. Good luck Sparx and I'll call you as soon as we're settled in and figured this out. Any word yet on Ace?" Mark asked.

"_Nothing yet. I haven't been able to talk to Chuck since we left._"

"Yeah well don't worry. I promise that I'll messenger Chuck and see what he knows. If Lord Fear is here then Ace needs to know." Mark nodded.

"_No doubt about it, kid. Good luck._" Sparx hung up.

Mark did the same just as father came with their luggage. "All righty then, we better leave and go check in."

Xxx

**Outside Paris Airport**

Lord Fear and Staff Head were watching the entrance of the airport, looking for any sign of the science teacher. The Doom Wagon had been parked inside a building that housed vehicles so no mortal would spot them in the air and it helped that Sparx couldn't find Lord Fear since the Master of Terror had given her the slip.

"He has to come out some time."

"What about the Rat, my lord?" Staff Head asked. "Do we just leave him?"

"The Rat will find his way out. His keen senses will allow him to sniff out the teacher should he slip by us." Lord Fear answered, watching the entrance closing while sticking his neck out. "The teacher won't slip past us."

Xxx

The Rat was not having a good day.

He had been stuck in the cargo hold of the plane for such a long time, he was cold, almost deaf, and he just wanted to go home. Now he was on some sort of conveyor belt and he was quick to his wings that felt numb after not being used for so long. Now he was stuck wondering through a restricted section of the airport as he tried to look around. If he had stayed with the luggage he'd probably been seen as the luggage was taken to be found by its owners.

"Why me?" The Rat groaned as he tried to find his way out but everywhere he went there were mortals that luckily did not spot him. "Why is it always me?"

He looked up and spotted an air vent.

"Bingo."

Xxx

**Sixth Dimension  
>Cowboy Crossroads<strong>

Ace Lightning remembered enough of the Sixth Dimension to be on high alert for anything, especially in this part of the Carnival of Doom. The Cowboy Crossroads was littered with the worst outlaws, bounty hunters, and criminals the Sixth Dimension had seen outside of Lord Fear and his gang. The criminals did not entirely answer to Lord Fear alone but in return for staying in this part of the Carnival they agreed to fight off any intruders or follow up on a bounty so as long as Fear promised to pay them. Ace would have preferred another route but he had to go through this place if he wanted to reach Lady Illusion's mansion on the other side of the Carnival.

But that did not mean he had to like it.

"This place is just as rundown as ever and if Kilobyte's now in charge it'll probably be worse." Ace said, standing at the entrance.

He would have to be extra careful now if Kilobyte was watching him and waiting for him to show the way back into the real world. He couldn't let Kilobyte back into the real world, no matter what the cost.

"Looking for someone, Ace-y?"

Ace stopped and watched as a giant stone golem dressed like a cowboy walked out onto the dusty road between the houses and looked at Ace with a sinister grin. "Giant George Wayne."

"Nice to see you again." The golem replied with a chuckle.

Giant George Wayne was known as the strongest of the outlaws of Cowboy Crossroads and was an associate of Dirty Rat.

"I still remember having Sparx in my sight when you two were last here. You escaped me and that's a real bummer." Giant George Wayne took a step forward.

"Stay back, Wayne. I'm not here to pick a fight with you or any of the other vagabonds here." Ace stated, but prepared to fire a lightning bolt.

"Oh but I'm looking for a fight and so are a few friends of mine." Giant George Wayne stated as he cracked his knuckles. "And so are a few friends of mine."

Just as Giant George Wayne took another step forward a hand sprouted from the ground in front of a nearby saloon and the creature climbed out onto the ground.

"Yee-haw! Rotgut's ready to play some music partner!" Rotgut took his hat off and waved it around before seeing Ace. "Oh lookie here! It's that nice guy who called me 'Walkin' Dead'! How's it goin, partner?"

Rotgut wasn't the only zombie to crawl out of the ground as all over the dusty road zombies crawled out of the ground and surrounded Ace.

"This isn't good." Ace muttered as he looked around.

"Well, let's have some, Ace-y!" Giant George Wayne cackled as he stepped forward.

Xxx

**I know it's late but Happy New Year.**


	4. Chapter 4

**Disclaimer: I don't own anything belonging to Code: Lyoko, Total Drama, or Ace Lightning. Code Lyoko is property of Moonscoop, Ace Lightning is owned by BBC and Alliance Atlantis, and Total Drama is the property of Fresh TV.**

Xxx

**Life in France**

Mark and Simon finally found their entire luggage and were now walking out of the airport. Mark looked around, just in case trouble was about to rear its ugly head.

"Better hurry, Mark. We've got to get a taxi or bus and hurry up towards the hotel." Simon said, stopping at the side walk and waved his hand out.

Mark looked up to see if he could see Sparx or Lord Fear were fighting in the air and thankfully he didn't see anyone. A bus stopped in front of them and they quickly stepped on after putting their luggage in the bus's cargo hold. Once Mark sat down and the bus started moving he looked out the window and saw Sparx following the bus. He was thankful that she was doing it discreetly since Paris had a lot more people than Conestoga Hills.

Now they just needed to know what Lord Fear was up to.

Xxx

"Ah, the side kick has left the building…but no teacher." Fear grunted as he watched Mark get onto a bus that left the airport a moment later.

"Perhaps they already hid my lord." Staff Head suggested.

"The Rat better not have lost him." Lord Fear grumbled.

Xxx

The Rat peeked his head out into the lobby of the airport and sniffed the air. The place was littered with the scent of mortals but the Rat's enhanced smell picked up one unique smell.

"There he is." The Rat grinned evilly as he spotted Cheseburough walking to the door. "Trying to sneak away."

The Rat crawled back into the air vent and flew up, busting through a vent at the roof of the airport and spotted Cheseburough getting into a car.

"There he goes." The Rat then looked around. "Boss! You around here? Boss!"

Across the street Lord Fear heard the Rat and stretched his neck out to see him on the roof. "Ah, at last we are getting results."

Lord Fear carefully brought the Doom Wagon out and flew up to the roof of the airport.

"Boss! I found him!" The Dirty Rat pointed in the direction the car went. "He went that way."

"Then show me the way, my faithful minion." Fear stated with a grin.

The Rat laughed as he flapped his wings and flew after the car Cheseburough was in with Lord Fear right behind him.

The chase was on.

Xxx

Ace grunted as he blasted another zombie away and spun around to slug one that was trying to sneak up behind him. That was the last zombie besides Rotgut and he wasn't Ace's top concern at the moment. Ace jumped, flipping back through the air as he narrowly avoided being flattened like a pancake by Giant George Wayne and settled into a boxing stance.

"Ready to eat dirt, Ace-y?" Giant George Wayne snickered.

"That's funny coming from a walking boulder." Ace remarked.

Giant George Wayne growled and raced towards Ace, rearing back a giant stone fist to smash Ace into the ground with but the Lightning Knight had long anticipated that move. Ace flipped back, dodging the punch and leapt up to deliver a kick to George's face with enough strength in the kick to knock the giant stone cowboy down onto the ground, landing on his back with a loud thud. Giant George Wayne let out a groan as he struggled to get back while Ace jumped up, falling towards George with fist charging with electricity. George rolled out of the way and Ace's fist hit the ground, creating a giant crater from the discharged electricity.

Ace jumped back as George stood on his feet, the giant rubbing his face and grunting as he glared at Ace. The cowboy/golem was now done with witty banter and just wanted to pound Ace's face in and he proved his intentions by letting out a loud roar and charging at Ace. Knowing he couldn't overpower George in a head on fight Ace resorted dodging the giant's fists and then jumping onto one arm, running up the shoulder and jumping onto the back of George's head. The giant tried to shake Ace while the leader of the Lightning Knights plunged his hands into Gearge's head and released a blast of lightning that traveled through the giant's body.

George let out a shout as the electricity burned him from the inside and fell over as soon as Ace was done and jumped off his back. The giant fell over, hitting the ground again and kicking up dust. Ace walked over and carefully looked down at the cowboy dressed golem, seeing him down and too weak to continue on fighting.

"I have a message I want you to send to the rest of the scum hiding out here. Stay out of my way and we won't have trouble like this." Ace stated as he turned around.

"You'll…never make it…We know…Who you are looking for…That spider witch Illusion…" Giant George Wayne grunted as he glared at Ace's back. "Kilobyte's put a price on her head. Everyone's looking for her. You won't get far. You'll have to go through each and one of us."

"So be it." Ace whispered as he started walking. "I won't let you, Kilobyte, or anyone else hurt her again."

"One day…" Giant George Wayne raised his head. "One day we will finish this Ace Lightning! You and the other Lightning Knights are finished! Kilobyte won't stop until the mortal world is ours and you have no idea what's coming!"

Ace stopped and looked back at George. "What do you mean?"

"There's a new force in the Sixth Dimension, one nothing like you've ever encountered before. Our time will come and when it does you'll wish you had never been a hero." George snickered evilly. "The flames of war will engulf this world and the mortals!"

Ace had enough when George started laughing and blasted him with a bolt of lightning, knocking him out. "…We'll see."

As he started walking he could not help but wonder what powerful force had arrived in the Sixth Dimension and what did it spell for him and his friends.

Xxx

The hotel Mark and his father were checking in was a very decent one as the room they were given had a single bathroom with a shower, two beds, a TV with over a thousand channels, and a decent balcony where one could see most of Paris. Mark told his dad he was going to step out onto the balcony which his father took without any suspicion as the man went and ordered room service. Once on the balcony Mark looked around for any sign of Sparx and instantly heard the sound of the engines on the Lightning Flash humming.

"Hey kid." Mark looked up and saw Sparx hovering above the balcony on her Lightning Flash before jumping off and landing in front of Mark. "Nice place. Pretty cosy."

"Careful Sparx, If my dad or the hotel staff sees you-" Mark cautioned but Sparx waved his concern off.

"Yeah, yeah, I know kid. But we have a bigger problem." Sparx stated, getting Mark back on track.

"You said Lord Fear followed me and my dad here. Why would he do that?" Mark asked.

"Wish I could tell ya, kid. I lost the bonehead when I was looking for you but if he was looking for you he would have followed that bus you were on." Sparx shrugged as she stretched her legs. "Man, that was a long trip. How do you mortals handle a flight that long?"

"You get used to it with experience." Mark answered with a small smile.

"Yeah, I'll took short rights to the Carnival and fights with baddies over that." Sparx shook her head. "You can keep in touch with Chuck, right?"

"Yeah. We can talk back and forth since this place has Wi-Fi. Sparx, if Lord Fear is here do you think he's going to try and bring his gang back?" Mark questioned.

"He can't do that without the Amulet, kid. And it's scattered in pieces back at the Carnival." Sparx answered. "Whatever he's doing here though it must be big. I mean he followed half away around the mortal world."

"Except I don't have any pieces of the Amulet. We left town before I try searching the Carnival." Mark replied.

"Yeah, I looked around myself but found nothing. I wonder if the Amulet was scattered to places outside of the Carnival when Ace and Fear took out Kilobyte." Sparx sighed as she leaned against the railing.

"Speaking of Ace…" Mark trailed off.

"Haven't heard so much of a bleep, kid." Sparx sighed. "What does he think this is? A game?"

Mark shifted uncomfortably on his foot at the mention of the word 'game'.

"He got himself sent to the Sixth Dimension to find Lady Illusion which is all fine and dandy but what about us? He leave us hanging to chase Fear around the globe without so much as an explanation." Sparx grunted.

"It's complicated, Sparx. Relationships always are." Mark offered.

"And what good are they if Ace accidently brings Kilobyte back?" Sparx sighed. "You noticed it haven't you? Ace hasn't been himself since that night."

"We can't blame him, Sparx. He has human emotions now, he can feel just as we do and when we lose someone we care about it takes time to heal." Mark stated.

"I guess so but we still have a problem." Sparx stood up.

"Do you know where Lord Fear went?" Mark asked.

"I lost him trailing you, kid. Like I said if it's not you he's after it must be something else." Sparx turned and faced Mark. "The question is what could be all the way out here that bonehead would want badly enough to fly for ten straight hours. He followed your plane, Mark, and I thought for sure he might have been chasing you."

"Maybe he still thinks Ace is looking for him and tried to find a place far enough to hide." Mark reasoned. "It could be a coincidence that he followed the plane I was on."

"Nah, Fear's a coward at times but he wouldn't travel so far away from the Carnival just to hide." Sparx shook her head. "He's looking for something that must be really big to come all the way here but I have no idea what it could be."

"So what do we do? I might have some free time now and then when my dad's not taking me around to see Paris but it's a big city, Sparx. Fear could be anywhere." Mark stated. "And what about you? There's no way you can stay here because the room's not big enough to hide you or the Lightning Flash. I don't know where you can hide out where no one will see you."

"Don't worry about me, kid. I'll find a place to hide out and recharge and I'll call you when I do. In the meantime you just be on the lookout for anything weird." Sparx said confidently with her signature smirk appearing on her face. "Let's just hope Fear doesn't do anything to ruin your little vacation too badly."

"You and me both, Sparx." Mark looked over his shoulder as he saw the door to the room opening up and his father walking in. "My dad's back."

"I'm outta here then. See ya around, kid." Sparx said as she jumped back onto the Lightning Flash and took off.

Mark watched her fly off into the night, wondering what might happen to him here in France.

Xxx

"So this is how it works?" Rick asked as he looked over the many programs on the computer screen.

"**Yes. The towers act as a buffer to control and limit the danger of these programs but with a human hand guiding these programs the only limit is your imagination.**"

"This is perfect. I can use these towers to handle Kilobyte and take back the Sixth Dimension." Rick said with an eager smile on his face.

"**Be careful, Hummel. XANA is not a random program to be underestimated. No doubt by now he's set up firewalls around the Sixth Dimension to ensure you don't disrupt whatever he's planning.**"

"Then it's a good thing you showed me the restricted section of this computer and now I can make sure neither Kilobyte or XANA take anything from me again. It's a good thing I kept a back-up record of all my programs." Rick said as he brought up the image of one of his creations. "This will work just fine."

"**What's your plan?**"

"Sparx and Lord Fear are in France for a reason but it can't be because of me. I know Kilobyte doesn't know where I am and even if he did he wouldn't talk to Fear or Sparx. That means there is another reason they are here but it doesn't matter. Once they see what I've got they'll fold and work for me." Rick explained confidently.

"**And why would they work for you?**"

"Fear will do anything for power and if I offer him the power to defeat Ace and Kilobyte he'll accept without any hesitation. As for Sparx, I can just reprogram her when I capture her." Rick reasoned.

"**Like I said be careful. It's not just Ace, Kilobyte, or XANA you have to be on the lookout for. There is still another group that has yet to come into play.**"

"Those kids on that reality show helping this girl stop you? I still find it hard to believe even if two kids were helping Ace ruin my plans." Rick remarked.

"**Well believe and don't underestimate them. The girl has fought XANA longer than these brats have yours have been fighting your game and with each battle they only grow stronger. No matter how skilled you are if you underestimate Aelita Schaeffer you will suffer the same fate many have shared who all underestimated her.**"

"I made a mistake with Ace Lightning and his sidekicks but I won't make the same mistake again." Rick said with conviction in his voice.

He lost control of Kilobyte due to his overconfidence and because of the lightning storm that knocked out the power to his systems when he upgraded and released Kilobyte, losing control of his creation and almost ended up trapped forever in the Sixth Dimension because of it. He wouldn't make that mistake ever again and he would make sure Kilobyte and his other creations never rebelled against him again because he was the master.

The Master Programmer.

Xxx

Scanning Lyoko for anything odd was pretty much a daily ritual for Aelita when she had a spare or when the day was over. Each time she scanned Lyoko it was for the purpose of making sure that none of her programs had been tampered with and none of the data was corrupted. That had happened too many times before and each situation was a little too close for Aelita's comfort. Especially in the wake of the last few battles the group had been through.

What really stood out was the time she and the others met a program from another area of Cyberspace that was under attack by XANA and they all worked together to save an entire digital universe. And then after that the warriors were faced with an AI created by a madman who helped create Project Carthage and tried to finish his work by destroying Lyoko to make sure nothing destroyed his work ever again. The battles had been hard and costly as they had lost three warriors, two with their memories of battling evil digital entities to save the world and the third having destroyed himself to save Lyoko. It had only been a few days but they were all still grieving a bit but they managed to pull themselves together for their sake and for the sake of the entire Earth.

However tonight Aelita had a different reason for scanning Lyoko.

Earlier today a tower had been activated and as usual she and the Total Drama contestants that had volunteered as the new Lyoko Warriors arrived to deactivate it. But the strange thing was that there were no monsters or Generals waiting to stop them and there was no news of anything strange happening at the time. Granted XANA had tampered with the city's power systems so finding out what was going on when power grid was fluctuating was hard but considering that almost of XANA's attacks were focused on taking her and the others out it shouldn't have been hard to figure out what he was up to.

The only problem aside from the activated tower there had been no evidence of XANA attacking at all.

'What are you up to this time, XANA?' Aelita wondered. 'You had several days now to lie low after the battle with Nephilim and Lyon but knowing you you should have next had plenty of time to plan out your next attack. Are you testing our resolve now?'

Xxx

Horace Cheseburough sighed once he was in the taxi and took his hat off, believing he was now safe from authorities and…aliens.

"Where to?" The driver asked.

"Kadic Academy in Boulogne-Billancourt." Cheseburough answered and the driver drove the taxi away from the airport a second later.

He had a friend there who would be more than happy to hire him on as an assistant teacher where he could get some money and a decent apartment to hide in while he settles down and hides away from the world.

A world without aliens coming to probe him for his scientific knowledge.

A world without some annoying student with a British accent making his life miserable by being friends with the aliens and letting him get captured by said aliens.

Just a normal world.

As the taxi drove through France a certain flying rat snickered as he chased after the taxi followed by Lord Fear on the Doom Wagon.

Xxx

It was getting dark at Kadic Academy as the taxi drove up to the front gates with a grey haired woman and wearing a lab coat and glasses watching as Mr. Cheseburough got out of the car after paying the driver.

"Welcome, Horace. I must say I was surprised to get your call." Suzanne Hertz greeted with a smile.

"Yes well, things have gotten a little stressful back in America and I felt it was time to…broaden my horizons." Cheseburough said with a nervous smile.

"Well I informed Jean Pierre and he's expecting you. We have a room for you to sleep in and there will be an interview tomorrow." Mrs. Hertz said as she and Cheseburough walked onto school grounds. "Until then welcome to Kadic Academy."

"Thank you, Suzanne. It's nice to have some good friends." Cheseburough nodded with a grateful smile.

Xxx

"Ha…So this where he is hiding. Another school." Lord Fear murmured with a smile as he spied Cheseburough walking the large school. "A simple place to hide but perhaps that was the idea. Hide out in the open where no one would think to look."

"In that case it failed hasn't, your lordship?" Staff Head stated with a smile.

"Indeed but he no doubt has contacts to keep in touch with Lightning's sidekick. So we must be cautious and wait to reveal ourselves. We will stick close to the mortal and observe his movements." Lord Fear looked at the Rat. "You will watch him my faithful rodent while I see out a proper residence to rest at."

"Ah come on, boss. I haven't had a chance to rest all day." The Rat complained.

"A quick knock out might be in order then." Staff Head said, powering his glass.

"Okay! Okay! I'll watch him!" The Rat cried as he flew after Cheseburough and Mrs. Hertz.

"Well done my loyal staff. Always the motivator." Lord Fear chuckled along with his staff. "Now let us find a place to rest our feet."

He turned the Doom Wagon away from Kadic Academy and softly flew away from the school, looking down at the surrounding area. After a half hour of looking around Lord Fear spied a lone house in the forest that was isolated enough for him to hide without anyone coming around.

"This will do." Fear said as he landed the Doom Wagon behind the house.

"It's a dump, my lord." Staff Head stated.

"Yes but it will be perfect for a temporary headquarters." Fear said as he opened the back door.

The interior of the house was dusty and dirty and if not for the necessity Lord Fear would have walked away in disgust. But what caught the Master of Terror's attention was the small piano in the corner of the room.

"Ah, a small comfort." Fear stated as he walked in. "Though it could use some improvement I suppose it will have to do for now."

Xxx

….

….

…

**Accessing Lyoko System**

…

…

…

**Access Tower F-07**

**Yes/No?**

…

…

…

**Y-E-S**

…

…

…

**Inputting Data Into Tower**

…

…

…

**Activate Tower F-07**

**Yes/No?**

…

…

…

**Y-E-S**

…

…

…

**Tower Activated**

**Buzzbeast Program On-Line**

**Candy Floss Program On-Line**

Xxx

As Lord Fear sat down and began playing the piano the telephone wires connected to the Hermitage pulsed with electricity.

Xxx

Finding a place to hide out in such a large city but Sparx wasn't going to let a slightly larger number of mortals slow her down. Slowly but carefully she searched the city for a place to hide out and recharge for an hour before luck seemed to finally smile upon her.

"This looks like a good place to hide out." Sparx smiled as she flew the Lightning Flash into an abandoned factory built onto a small bit of ground in the middle of the river.

The place was abandoned and isolated so Sparx didn't have to worry about anyone coming here to check up on the place. It had a decent view of the sky and there were so many electronics here. Sparx hopped off the Lightning Flash and landed on the ground, taking a chance to stretch her feet before she started looking around. There were tons of machinery on the ground level and to Sparx's delight there was a transformer like the one at the Lightning Tower near the conveyor belt.

"Sweet!" Sparx said as she held out her sword and charged up, seeing that the transformer still had power in it. "Great. This place is perfect. What should I call it? Hm….How about the Lightning Fortress?" With no one around to argue with her Sparx pumped a fist into the air. "Then it's settled, Lightning Fortress it is!"

While Sparx was celebrating the newly named Lightning Fortress electricity started to pulse through the wires.

Xxx

Aelita groaned as she sat up on her bed when she heard a familiar sound from her laptop.

The sound of an activated tower.

Xxx

"This piano is out of tune!" Lord Fear grumbled as he slammed his hands on the piano's keys. "And Duff is not here to fix it!"

"It's okay my lord. We'll find a new piano." Staff Head said to comfort his master.

Any further conversation was cut off as a loud banging sound was heard outside.

"Who dares to interrupt me?" Lord Fear grunted as he picked up his staff and walked towards the door.

Upon opening the door he was greeted with a surprising sight.

"Who in the Sixth Dimension is that?" Staff Head gasped.

The person in question was a young humanoid looking woman dressed like a gothic punk or motorcyclist. She wore a pink helmet on her head with four curved pink spikes resembling a Mohawk while looking bald. She wore black underwear that showed off most of her lower torso which had several tattoos and wore a purple sleeveless jacket over a black top with frilly pink accessories. Covering her legs were ripped pink and white striped stockings with black and purple spiked boots and on her right arm was a black spiked glove while on her left arm was a black spiked wrist band.

She had a pair of sunglasses on her head and on her back was a large pink and yellow bag while in her right arm was an archery bow that was yellow in the center with pink and yellow stripes covering the end.

"The name's Candy Floss you walking stick." The woman said with a grin as she took out an arrow with a lollipop at the end. "And I'm about to make you very unhappy."

Xxx

Sparx was about to power down for the night when a banging sound shook the factory. "Huh? Now what?"

The banging sounds got louder and Sparx suddenly realized they were footsteps meaning that something big was coming her way.

Pulling out her sword Sparx readied herself. "Okay, I'm here. Come and get me!"

What came out of the corner of the room let out a loud screech that echoed throughout the factory.

"What the…I know you!" Sparx's eyes narrowed in recognition.

It was a creature that resembled a dinosaur of sorts. It was covered in green scales, had an enormous mouth with sharp teeth, yellow eyes and brown spikes sticking out of its cheeks. It had raptor legs with spikes and sharp toes at the end of its feet and a circular saw at the end of its long tail and there was even a larger saw built into its head.

"You're Buzzbeast!" Sparx exclaimed as the monster let out a roar and lunged at her.


End file.
